Van der Moolen: Net Income of EUR 4.3m in the First Quarter of 2004.Business Editors AMSTERDAM Amsterdam, city, Netherlands Amsterdam (ăm`stərdăm', Dutch ämstərdäm`), city (1994 pop. 724,096), constitutional capital and largest city of the Kingdom of the Netherlands, North Holland prov. , Netherlands--(BUSINESS WIRE)--April 22, 2004 Van der Moolen Van der Moolen is a Dutch equity trading firm, with its headquarters located in Amsterdam. They are mainly active in the United States and in Europe, particularly in the Netherlands, France, Germany, Switzerland and the United Kingdom. (NYSE NYSE See: New York Stock Exchange :VDM See Virtual DOS Machine and CGM. 1. VDM - Vienna Definition Method 2. VDM - Virtual Device Metafile. )(AEX AEX See: Amsterdam Exchange :VDMN) reports EUR EUR In currencies, this is the abbreviation for the Euro. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 4.3 million net income from ordinary activities before exceptional NYSE/SEC provision of net EUR 1.6 million for the first quarter of 2004. Compared to the fourth quarter 2003: -- Organic revenue growth 15%, including 11% at VDM Specialists -- Improved underlying operating performance -- Solvency The ability of an individual to pay his or her debts as they mature in the normal and ordinary course of business, or the financial condition of owning property of sufficient value to discharge all of one's debts. solvency n. rose from 27% at year-end year-end also year·end n. The end of a year. adj. Occurring or done at the end of the year: a year-end audit. Noun 1. to 36% on March 31, 2004 -- Significant repayment Repayment The act of paying back a debt. Notes: Everyone has to repay their debts eventually. See also: Debt, Defeasance, Loan on credit facilities credit facilities npl → facilidades fpl de crédito credit facilities npl → facilités fpl de paiement credit facilities . As of today EUR 24.1 million is drawn under facilities (December December: see month. 31, 2003: EUR 36.3 million) Van der Moolen announces that it earned net income from ordinary activities of EUR 4.3 million in the first quarter of 2004, before an exceptional NYSE/SEC provision. Net income, which includes a charge of EUR 1.6 million after minority interest to fund the remainder of the provision for settlement with the NYSE and SEC that was not provided for in our December 31, 2003 accounts, was EUR 2.7 million, or EUR 0.05 per common share. An amount of approximately ap·prox·i·mate adj. 1. Almost exact or correct: the approximate time of the accident. 2. EUR 1.8 million for professional fees is included in the first quarter results relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the NYSE/SEC investigation. Net income from ordinary activities - excluding impairment Impairment 1. A reduction in a company's stated capital. 2. The total capital that is less than the par value of the company's capital stock. Notes: 1. This is usually reduced because of poorly estimated losses or gains. 2. of fixed assets fixed assets npl → activo sg fijo fixed assets npl → immobilisations fpl fixed assets fix npl → taken in the fourth quarter of 2003 and exceptional provisioning for the NYSE/SEC settlement in both the fourth quarter of 2003 and the first quarter of 2004 - declined by 22%, from EUR 5.5 million in the fourth quarter of 2003 to EUR 4.3 million. Net income from ordinary activities before the exceptional NYSE/SEC provision was 46% below the EUR 7.9 million achieved in the first quarter of 2003. Van der Moolen was able to close all (100%) of its 64 trading days In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends. in the first quarter with a trading profit Trading profit The profit earned on short-term trades of securities held for less than one year, subject to tax at normal income tax rates. trading profit . Our NYSE participation rate was 25.3%, compared to 26.0% in the fourth quarter of 2003 and 31.7% in the first quarter last year. Our realization (specification) realization - A UML semantic relationship between a classifier that specifies a contract and another classifier that guarantees to carry it out. [Handout by Mr. David Gillibrand]. rates were 3.0, 3.0 and 4.2 basis points, respectively. F.M.J. (Fred (Friendly Rollabout Engineered for Doctors) A mobile medical conferencing unit. See videoconferencing. 1. FRED - Robert Carr. Language used by Framework, Ashton-Tate. 2. ) Boettcher, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Van der Moolen, commented, "A lot of factors affect our first quarter report. The effects of recent sales or closures of business units, provisioning for the remainder of the NYSE/SEC settlement, higher professional fees, the resumption RESUMPTION. To reassume; to promise again; as, the resumption of payment of specie by the banks is general. It also signifies to take things back; as the government has resumed the possession of all the lands which have not been paid for according to the requisitions of the law, and the of normal bonus accruals Accruals Accounts on a balance sheet that represent liabilities and non-cash-based assets used in accrual-based accounting. These accounts include, among many others, accounts payable, accounts receivable, goodwill, future tax liability and future interest expense. all complicate com·pli·cate tr. & intr.v. com·pli·cat·ed, com·pli·cat·ing, com·pli·cates 1. To make or become complex or perplexing. 2. To twist or become twisted together. adj. 1. the picture. Stripping these out, we witnessed a moderate improvement in underlying operating performance compared to the fourth quarter of 2003. Although these results are by no means as healthy as we would like, we think we have made a positive start to 2004. Furthermore we improved our financial condition, with our solvency rising to 36% on March 31, 2004."
Key Figures
------------------------------------------------------------- --------
Euros millions 1st
quarter
2004
------------------------------------------------------------- --------
Revenues 35.9
------------------------------------------------------------- --------
Operating income 8.3
------------------------------------------------------------- --------
Net income from ordinary activities before impairment charges
and before exceptional expense relating to provision
NYSE/SEC 4.3
------------------------------------------------------------- --------
Impairment charges after tax -
------------------------------------------------------------- --------
Exceptional expense relating to provision NYSE/SEC after tax (1.6)
------------------------------------------------------------- --------
Net income from ordinary activities 2.7
------------------------------------------------------------- --------
Guarantee capital 392.5
------------------------------------------------------------- --------
Per common share data (Euros x 1)
------------------------------------------------------------- --------
Net income from ordinary activities before impairment charges
and before exceptional expense relating to provision
NYSE/SEC 0.10
------------------------------------------------------------- --------
Net income from ordinary activities 0.05
------------------------------------------------------------- --------
Cash earnings 0.17
------------------------------------------------------------- --------
Key Figures
--------------------------------------------- ------ ---- ------ -----
Euros millions 1st quarter 4th quarter
2003 a) 2003
--------------------------------------------- ------ ---- ------ -----
Revenues 48.4 -26% 35.5 1%
--------------------------------------------- ------ ---- ------ -----
Operating income 12.9 -36% (78.6) -111%
--------------------------------------------- ------ ---- ------ -----
Net income from ordinary activities before
impairment charges and before exceptional
expense relating to provision NYSE/SEC 7.9 -46% 5.5 -22%
--------------------------------------------- ------ ---- ------ -----
Impairment charges after tax - (19.9)
--------------------------------------------- ------ ---- ------ -----
Exceptional expense relating to provision
NYSE/SEC after tax - (21.8)
--------------------------------------------- ------ ---- ------ -----
Net income from ordinary activities 7.9 -66% (36.2) -107%
--------------------------------------------- ------ ---- ------ -----
Guarantee capital 548.2 -28% 386.2 2%
--------------------------------------------- ------ ---- ------ -----
Per common share data (Euros x 1)
--------------------------------------------- ------ ---- ------ -----
Net income from ordinary activities before
impairment charges and before exceptional
expense relating to provision NYSE/SEC 0.19 -49% 0.21 -53%
--------------------------------------------- ------ ---- ------ -----
Net income from ordinary activities 0.19 -72% (0.91) -106%
--------------------------------------------- ------ ---- ------ -----
Cash earnings 0.28 -40% 0.57 -71%
--------------------------------------------- ------ ---- ------ -----
a) adjusted for purposes of comparison
Results for the first quarter of 2004 First quarter 2004 turnover on all of the equity exchanges where we are active rose strongly. Calendar effects calendar effects The impact a particular day, week, or month a security is owned has on rates of return. For example, studies indicate tax selling produces downward pressure on stock prices during the end of the calendar year followed by upward price and the usual seasonal pattern account for some of this improvement, but a return of fundamentally-driven investment interest played a role.
Change in Turnover on Equity Exchanges where Van der Moolen is Active
----------------------------------------------------------------------
Q1 Q1 Q1 2004 Q1 2004
2004 2004 vs. Q1 vs. Q4
vs. vs. 2003 2003
Q1 Q4
2003 2003
--------------- ------ ------ ----------------------- ------- --------
Borsa Italiana 18.8% 16.6% London Stock Exchange 34.6% 24.3%
Deutsche Boerse 33.2% 22.3% New York Stock Exchange 36.7% 16.7%
Euronext 37.2% 27.5% SWX Swiss Exchanges 41.6% 53.8%
--------------- ------ ------ ----------------------- ------- --------
local currencies; source: individual exchanges
----------------------------------------------------------------------
Volatility Volatility 1. A statistical measure of the tendency of a market or security to rise or fall sharply within a period of time. 2. A variable in option pricing formulas that denotes the extent to which the return of the underlying asset will fluctuate between now and the showed a less consistent picture: it improved sharply from a very depressed Depressed A description of a market, security, or product that is experiencing weak demand and lowering prices. Notes: A depressed market, security, or product implies that prices and volume are low. There are many reasons for a depressed market, security, or product. fourth quarter in the U.S., but continued to decline in most European European emanating from or pertaining to Europe. European bat lyssavirus see lyssavirus. European beech tree fagussylvaticus. European blastomycosis see cryptococcosis. markets, although it captured back some of that decline in the last weeks of March. In both cases, it was below first quarter 2003 levels:
Change in Average Intraday Price Ranges
----------------------------------------------------------------------
Q1 Q1
2004 2004
vs. vs.
Q1 Q4
2003 2003
-------------------------------------------------------- ------ ------
AEX Index (Netherlands) -54.2% -1.0%
CAC 40 Index (France) -48.8% -7.2%
DAX Index (Germany) -47.4% -15.3%
FTSE 100 Index (U.K.) -51.8% -0.5%
MIB Index (Italy) -52.6% +0.1%
NYSE Composite Index (U.S.) -25.3% +25.9%
Swiss Market Index -46.4% +3.5%
-------------------------------------------------------- ------ ------
source: Bloomberg
----------------------------------------------------------------------
At EUR 35.9 million, our reported revenues in the first quarter were 1% higher than in the fourth quarter of 2003 and 26% below those earned in the first quarter of 2003. The factors that determined these comparisons were as follows:
Influences on Q1 2004 Revenue Development
----------------------------------------------------------------------
Q1 2004 Q1 2004
(millions of euros) vs. Q1 vs. Q4
2003 2003
---------------------------------------------------- ------- ---------
Organic change in revenues -11% +15%
Translation effect on U.S. dollar revenues -10% - 4%
Change in currency results (mainly currency options) - - 4%
Discontinued operations (including VDM Bonds) - 5% - 6%
---------------------------------------------------- ------- ---------
Net change in revenues -26% + 1%
---------------------------------------------------- ------- ---------
On a like-for-like basis, first quarter revenues increased by 15% compared with the fourth quarter of 2003. All continuing activities other than our option unit contributed to this increase, but most notably VDM Specialists (+11% in dollar terms) and our Cologne-based unit (+79%). Compared with the first quarter of 2003, the organic decline in revenues was 11%. Transaction costs Transaction Costs Costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price they can sell it). declined by 10% compared to the preceding quarter, and 17% compared with the first quarter of 2003. These decreases were largely the result of the sale or closure of activities and currency effects. They were partially offset by higher charges from Euronext Total operating expenses Operating expenses The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted. (excluding the NYSE/SEC provision) in the first quarter of 2004 were 32% less than in the first quarter of 2003, as a result of lower bonus expenses, the effect of discontinued operations Discontinued operations Divisions of a business that have been sold or written off and that no longer are maintained by the business. , the depreciation of the US dollar and the effects of cost containment cost containment, n the features of a dental benefits program or of the administration of the program designed to reduce or eliminate certain charges to the plan. measures, partially offset by professional fees relating to the NYSE/SEC investigation. Compared to the fourth quarter of 2003, operating expenses (excluding impairment charges and the NYSE/SEC provision) increased by 14%, primarily caused by an increase of bonus expenses and professional fees, only partially compensated compensated /com·pen·sat·ed/ (kom´pen-sa?tid) counterbalanced; offset. by the effect of discontinued operations. First quarter fixed personnel expenses were 19% below fourth quarter levels and 30% below the same period in 2003. Currency effects, layoffs as a result of our cost saving program and the sale or closure of businesses were the major influences on this development. First quarter bonus expenses were sharply higher than in the fourth quarter, when bonus provisions that were over-accrued during 2003 were recaptured mainly as a result of the incorporation of the expenses relating to the provision for the NYSE/SEC settlement. The decrease in this item compared with the first quarter of 2003 results from the combined effect of lower accruals as a result of reduced profitability and the depreciation of the dollar. Seat lease expenses in the first quarter of 2004 declined significantly: 29% compared with the fourth quarter and 49% compared with the prior year's first quarter. Lower lease rates in dollar terms and the depreciation of the dollar relative to the euro mainly account for this. The decline of amortization charges reflected both a reduced base of intangibles Property that is a "right" such as a patent, Copyright, or trademark, or one that is lacking physical existence, such as good will. available to amortize amortize To write off gradually and systematically a given amount of money within a specific number of time periods. For example, an accountant amortizes the cost of a long-term asset by deducting a portion of that cost against income in each period. as a result of the impairment taken in the fourth quarter of 2003 as well as currency effects. General and administrative expenses continued to increase, largely as a result of costs associated with the NYSE/SEC investigation, although again, the effect was partly mitigated mit·i·gate v. mit·i·gat·ed, mit·i·gat·ing, mit·i·gates v.tr. To moderate (a quality or condition) in force or intensity; alleviate. See Synonyms at relieve. v.intr. To become milder. by dollar weakness. The charge of EUR 2.2 million to complete our provisioning for the NYSE/SEC settlement had an effect of EUR 1.6 million after minority interest. First quarter 2004 operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. was EUR 8.3 million, compared with a loss of EUR 78.6 million in the preceding quarter. Stripping out the effect of exceptional provisioning for the NYSE/SEC settlement on both periods, and the effect of impairment charges on the fourth quarter, the figures were EUR 10.5 million and EUR 11.8 million, respectively. The decrease is entirely explained by the EUR 6.5 million change in bonus accruals, resulting from the recapture recapture n. in income tax, the requirement that the taxpayer pay the amount of tax savings from past years due to accelerated depreciation or deferred capital gains upon sale of property. (See: income tax) RECAPTURE, war. of over-accruals in the fourth quarter, and a small increase in first quarter General and administrative expenses that were not fully compensated by the positive impact of discontinued operations. Operating income in the first quarter of 2003 was EUR 12.9 million. Compared with the first quarter of 2003, operating cost savings resulting from the effect of discontinued operations and cost containment measures amounted to EUR 6.2 million. Compared with the fourth quarter of 2003, they amounted to EUR 3.8 million. Taxation in the first quarter was EUR 0.7 million, representing an effective tax rate of 14%, compared with 11% and 10% in the fourth and first quarters of 2003, respectively (these rates exclude the effects of impairments and the NYSE/SEC provision). Minority interest was a EUR 2.1 million charge in the first quarter of 2004, compared with a EUR 17.7 million credit and a EUR 3.2 million charge in the fourth and first quarters of 2003, respectively. The decline compared to the first quarter 2003 is primarily explained by the lower pre-tax pre-tax adj → anterior al impuesto pre-tax adj → avant impôt(s) pre-tax adj → al lordo d'imposta income earned by VDM Specialists. Fourth quarter minority interest is heavily influenced by the impairment and exceptional NYSE/SEC provisioning. Net income from ordinary activities (excluding exceptional provisioning for the NYSE/SEC settlement) in the first quarter of 2004 was EUR 4.3 million (or EUR 0.10 per common share), a 22% decrease from the fourth quarter of 2003 and a 46% decrease from the first quarter of that year. First quarter 2004 net income amounted to EUR 2.7 million or EUR 0.05 per common share, compared with a loss of EUR 0.91 in the fourth quarter of 2003 and a profit of EUR 0.19 in the first quarter of that year. Cash earnings per common share were EUR 0.17 in the first quarter of 2004, compared with EUR 0.57 and EUR 0.28 in the fourth and first quarters of 2003, respectively. Balance Sheet Our Balance Sheet has been strongly and positively affected by the sale of VDM Bonds. Although this sale closed on April 7, 2004, the terms of the sale - which involved transfer of the economic risks to the purchaser with effect January January: see month. 1, 2004 - has led to the deconsolidation of VDM Bonds' financials as from January 7, 2004. The sale consideration for VDM Bonds as well as this entity's intercompany loans Intercompany loan Loan made by one unit of a corporation to another unit of the same corporation. are carried as a receivable in our March 31, 2004 Balance Sheet, and were subsequently received in April 2004 and used to repay short-term Short-term Any investments with a maturity of one year or less. short-term 1. Of or relating to a gain or loss on the value of an asset that has been held less than a specified period of time. loans. On December 31, 2003, VDM Bonds had assets of EUR 235.3 million and liabilities of EUR 221.1 million representing mainly current items. On March 31, 2004 our Balance Sheet total was EUR 670.3 million, a 24% decrease from December 31, 2003. The decrease is due to the sale of VDM Bonds, partially offset by an appreciation of the US dollar against the euro (3% from December 31, 2003 closing to March 31, 2004). The quarter's earnings contribution and positive currency translation effects raised Shareholders' equity Shareholders' Equity A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares. from EUR 201.5 million at the end of December to EUR 209.0 million on March 31, 2004. Solvency, defined as Group equity divided by the Balance Sheet total, rose from 27% at the end of 2003 to 36% on March 31, 2004. Guarantee capital, which consists of Group equity plus the non-current portion of our subordinated Subordinated A claim ranked lower in priority than other claims. Common stock claims are always subordinated to debt. indebtedness INDEBTEDNESS. The state, of being in debt, without regard to the ability or inability of the party to pay the same. See 1 Story, Eq. 343; 2 Hill. Ab. 421. 2. , rose from EUR 386.2 million to EUR 392.5 million during the first quarter. The quarter's income contribution, and translation effects partially offset by a movement of some subordinated debt Subordinated Debt A loan (or security) that ranks below other loans (or securities) with regard to claims on assets or earnings. Also known as "junior security" or "subordinated loan". into current items, accounted for this. As a percent of our Balance Sheet total, guarantee capital rose from 44% at the end of 2003 to 59% at the end of the first quarter of 2004, mainly as a result of the sale of VDM Bonds. Cash and cash equivalents amounted to EUR 271.3 million on March 31, 2004. Of this approximately EUR 20 million is unrestricted. Please note, that in determining unrestricted cash we have taken into account the reduction in relation to the NYSE/SEC settlement as required by regulation. As of March 31, 2004, the amount drawn on our credit lines was EUR 33.0 million, and the portion of our long-term Long-term Three or more years. In the context of accounting, more than 1 year. long-term 1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term. indebtedness that is due for repayment during the remainder of 2004 and the first quarter 2005 was EUR 15.8 million. Cash flow and investment Cash flow from operating activities was EUR 13.9 million in the first three months of 2004. Cash flows from investing activities were a positive EUR 5.1 million relating to repayments on loans outstanding to third parties and the sale of VDM Bonds (proceeds of sale less cash balances held by VDM Bonds). Negative cash flows of EUR 10.3 million from financing activities were primarily due to repayment of short-term loans. Including the effect of currency exchange differences, net of amounts advanced by clearing organizations, cash increased by EUR 16.9 million compared to December 31, 2003. U.S. GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). accounts Earnings calculated according to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. US GAAP in the first quarter of 2004 amounted to EUR 0.5 million. Change of hedge policy Van der Moolen has decided to change its policy with regard to hedging hedging, in commerce, method by which traders use two counterbalancing investment strategies so as to minimize any losses caused by price fluctuations. It is generally used by traders on the commodities market. of future obligations arising from its employee stock options plan. In 2003 Van der Moolen decided to implement a policy to hedge its outstanding option rights by purchasing an equivalent amount of own shares. As of December 31, 2003 approximately 880,000 shares had been repurchased under its policy. As a result of ending the option program and the development in the stock price relative to exercise prices of options granted, it has been decided to replace this 100% hedge policy with a delta hedge Delta hedge A dynamic hedging strategy using options that calls for constant adjustment of the number of options used, as a function of the delta of the option. . Under a delta hedge, the amount of shares held is determined by the likelihood that the underlying employee stock options will be exercised. As a consequence of the new delta hedge policy, Van der Moolen will be holding a variable number of VDM shares, tracking the delta of the total options outstanding on a lagging Lagging Strategy used by a firm to stall payments, normally in response to exchange rate projections. basis. Based on this policy, Van der Moolen needs to hold approximately 100,000 shares in portfolio to delta hedge the outstanding employee stock options on the basis of the current VDM stock price. Since Van der Moolen currently holds approximately 880,000 own shares, it will sell approximately 780,000 shares. Van der Moolen will determine the required number of repurchased shares on a quarterly basis. Subsequent events As a result of completing the sale of VDM Bonds on April 7, 2004, Van der Moolen further decreased its outstanding debt drawn under its credit facility "A" by $ 16.7 million. Taking into account the monthly repayment due in April, the current draw on the facility amounts to $ 18.6 million. In order to finance its 75% share of the recapitalization Recapitalization Restructuring a company's debt and equity mixture often with the aim of making a company's capital structure more stable. Notes: Companies often want to diversify their debt-to-equity ratio to improve liquidity. of VDM Specialists, Van der Moolen has drawn $ 9 million under facility "B". Facility "B" matures on June June: see month. 1, 2005. For more information about Van der Moolen, please visit www.vandermoolen.com. Van der Moolen trades on the leading US and European equity, option and fixed income exchanges. The group trades in open outcry Open Outcry A method of trading on a commodity exchange by making verbal bids and offers in the trading pits. Notes: A contract is made if one trader cries out that he wants to sell at a certain price and then another trader yells out that he will buy at that same price. and electronic markets in several time zones. On the NYSE, Van der Moolen currently has a market share of more than 10% of transaction volume for which it acts as specialist. Van der Moolen's traders Traders Individuals who take positions in securities and their derivatives with the objective of making profits. Traders can make markets by trading the flow. When they do this, their objective is to earn the bid/ask spread. worldwide execute To run a program, which causes the computer to carry out its instructions. See executable code, instruction and EXE file. execute - execution an average of 75,000 trades a day. Turnover and price volatility are the most important factors influencing its results. Van der Moolen's shares are listed on Euronext Amsterdam (VDMN.AS). American Depositary Receipts American Depositary Receipt (ADR) Certificates issued by a US depository bank, representing foreign shares held by the bank, usually by a branch or correspondent in the country of issue. (ADRs) representing Van der Moolen shares are listed on the NYSE (VDM). Disclaimer (networking) disclaimer - Statement ritually appended to many Usenet postings (sometimes automatically, by the posting software) reiterating the fact (which should be obvious, but is easily forgotten) that the article reflects its author's opinions and not necessarily those of the : Certain statements contained in this press release constitute "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. ". These statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect", "hope", and words of similar meaning, reflect management's beliefs and expectations and are subject to risks and uncertainties that may cause actual results to differ materially. As a result, readers are cautioned not to place undue reliance on such forward-looking statements, and are referred to the documents filed by the Company with the US Securities and Exchange Commission, specifically the Company's most recent filing on Form 20-F, which identify important risk factors that could cause actual results to differ, including the outcome of the NYSE inquiry and related civil litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. in U.S. courts against Van der Moolen Holding, Van der Moolen Specialists USA, and the members of the Management Board of the Holding. The Company disclaims any obligation to update its view of such risks and uncertainties or to publicly announce the result of any revisions ReVisions is a 2004 anthology of alternate history short-stories. It is edited by Julie E. Czerneda and Isaac Szpindel. Contents Title Author The Resonance of Light James Alan Gardner Out of China Julie E. to the forward-looking statements made herein, except where it would be required to do so under applicable law.
Van der Moolen Holding N.V.
Consolidated Profit and Loss Account
(Dutch GAAP, Unaudited)
--------------------------------------------------- ----- ------- ----
(amounts in millions of Euros, except per share Q1 Q1 %
data) 2004 2003 a)
--------------------------------------------------- ----- ------- ----
Revenues 35.9 48.4 -26%
Transaction costs 6.3 7.6 -17%
Net revenues 29.6 40.8 -27%
Fixed personnel expenses 8.2 11.7
Bonus expenses 1.7 3.8
Seat leases 2.2 4.3
Information and communication expenses 0.8 1.3
Depreciation 0.5 0.7
Amortization of intangible fixed assets 0.8 1.5
Impairment fixed assets - -
Exceptional expense relating to provision NYSE/SEC 2.2 -
General and administrative expenses 4.9 4.6
Total operating expenses 21.3 27.9 -24%
Operating income 8.3 12.9 -36%
Net interest income (expense) (2.8) (2.8)
Gain on disposal of financial fixed assets - 1.9
Income from ordinary activities before tax 5.5 12.0 -54%
Taxation 0.7 0.9
Group income after taxation 4.8 11.1 -57%
Minority interest 2.1 3.2
Net income (loss) 2.7 7.9 -66%
Net income (loss) from ordinary
activities before impairment charges
and before exceptional expense relating
to provision NYSE/SEC 4.3 7.9 -46%
Impairment charges after tax - -
Exceptional expense relating to
provision NYSE/SEC after tax (1.6) -
Net income (loss) from ordinary
activities 2.7 7.9 -66%
Dividends on financing preferred shares 0.7 0.7
Net income (loss) from ordinary
activities attributable to holders of
common shares 2.0 7.2 -72%
Cash earnings attributable to holders of
common shares 6.2 10.6 -42%
Average number of common shares
outstanding 37,537,100 38,225,334 -2%
Diluted average number of common shares
outstanding 37,537,100 38,225,334 -2%
Per share data:
Net income (loss) from ordinary
activities before impairment charges
and before exceptional expense relating
to provision NYSE/SEC per common share 0.10 0.19 -49%
Diluted net income (loss) from ordinary
activities before impairment charges
and before exceptional expense relating
to provision NYSE/SEC per common share 0.10 0.19 -49%
Net income (loss) from ordinary
activities per common share 0.05 0.19 -72%
Diluted net income (loss) from ordinary
activities per common share 0.05 0.19 -72%
Cash earnings per share (Cash EPS) 0.17 0.28 -40%
Diluted Cash EPS 0.17 0.28 -40%
---------------------------------------- ----------- ----------- ----
a) adjusted for purposes of comparison
---------------------------------------- ----------- ----------- ----
Van der Moolen Holding N.V.
Consolidated Profit and Loss Account
(Dutch GAAP, Unaudited)
--------------------------------------------------------- ------ -----
(amounts in millions of Euros, except per share data) Q4 %
2003
--------------------------------------------------------- ------ -----
Revenues 35.5 1%
Transaction costs 7.0 -10%
Net revenues 28.5 4%
Fixed personnel expenses 10.1
Bonus expenses (4.8)
Seat leases 3.1
Information and communication expenses 1.2
Depreciation 1.3
Amortization of intangible fixed assets 1.3
Impairment fixed assets 46.9
Exceptional expense relating to provision NYSE/SEC 43.5
General and administrative expenses 4.5
Total operating expenses 107.1 -80%
Operating income (78.6) -111%
Net interest income (expense) (2.3)
Gain on disposal of financial fixed assets -
Income from ordinary activities before tax (80.9) -107%
Taxation (27.0)
Group income after taxation (53.9) -109%
Minority interest (17.7)
Net income (loss) (36.2) -107%
Net income (loss) from ordinary activities before
impairment charges and before exceptional expense
relating to provision NYSE/SEC 5.5 -22%
Impairment charges after tax (19.9)
Exceptional expense relating to provision NYSE/SEC
after tax (21.8)
Net income (loss) from ordinary activities (36.2) -107%
Dividends on financing preferred shares (2.2)
Net income (loss) from ordinary activities
attributable to holders of common shares (34.0) -106%
Cash earnings attributable to holders of common
shares 21.5 -71%
Average number of common shares outstanding 37,539,057 0%
Diluted average number of common shares outstanding 37,539,057 0%
Per share data:
Net income (loss) from ordinary activities before
impairment charges and before exceptional expense
relating to provision NYSE/SEC per common share 0.21 -53%
Diluted net income (loss) from ordinary activities
before impairment charges and before exceptional
expense relating to provision NYSE/SEC per common
share 0.21 -53%
Net income (loss) from ordinary activities per common
share (0.91) -106%
Diluted net income (loss) from ordinary activities
per common share (0.91) -106%
Cash earnings per share (Cash EPS) 0.57 -71%
Diluted Cash EPS 0.57 -71%
---------------------------------------------------------------- -----
a) adjusted for purposes of comparison
--------------------------------------------------------- ------ -----
--------------------------------------------------- ------ ------ ----
Van der Moolen Holding N.V. Q1 Q1 %
Revenue breakdown in millions of Euros 2003
2004 a)
--------------------------------------------------- ------ ------ ----
VDM Specialists 28.8 38.0
Net gain on principal transactions 20.8 29.5 -29%
Commissions 6.5 7.0 -7%
Other 1.5 1.5 0%
US Option Business (0.2) 0.2 200%
European Trading 6.9 8.5 -19%
Unallocated and Holding 0.4 1.7 -76%
--------------------------------------------------- ------ ------ ----
Total revenues 35.9 48.4 -26%
--------------------------------------------------- ------ ------ ----
--------------------------------------------------- ------ ------ ----
Van der Moolen Holding N.V. Q1 Q1 %
Operating income before amortization of intangible 2004 2003
fixed assets, before impairment and before a)
exceptional expense relating to provision NYSE/SEC
, breakdown in millions of Euros
--------------------------------------------------- ------ ------ ----
VDM Specialists 13.5 18.5 -27%
US Option Business (1.2) (2.5) 52%
European Trading 1.3 0.4 225%
Unallocated and Holding (2.3) (2.0) -15%
--------------------------------------------------- ------ ------ ----
Total operating income before amortization of
intangible fixed assets, before impairment and
before exceptional expense relating to provision
NYSE/SEC 11.3 14.4 -22%
--------------------------------------------------- ------ ------ ----
--------------------------------------------------- ------ ------ ----
VDM Specialists (VDMS) Q1 Q1
Key figures (Dutch GAAP) 2003
2004 a)
--------------------------------------------------- ------ ------ ----
VDM Specialists revenues ($ million) 36.0 40.7
Net gain on principal transactions 26.0 31.6
Commissions 8.1 7.5
Other 1.9 1.6
Total value of trading on NYSE ($ billion) 2,971 2,173
Value of trading in VDMS assignments ($ billion) 346 238
VDMS market share in dollar value NYSE 11.6% 11.0%
VDMS value of principal shares traded ($ billion) 88 76
Participation rate 25.3% 31.7%
VDMS net gain on principal transactions ($ million) 26.0 31.6
Realization rate (basis points) 3.0 4.2
--------------------------------------------------- ------ ------ ----
Source: NYSE, Van der Moolen
a) adjusted for purposes of comparison
--------------------------------------------------------- ------ -----
Van der Moolen Holding N.V. Q4 %
Revenue breakdown in millions of Euros 2003
--------------------------------------------------------- ------ -----
VDM Specialists 27.3
Net gain on principal transactions 19.2 8%
Commissions 6.3 3%
Other 1.8 -17%
US Option Business 0.4 -150%
European Trading 5.3 30%
Unallocated and Holding 2.5 -84%
--------------------------------------------------------- ------ -----
Total revenues 35.5 1%
--------------------------------------------------------- ------ -----
--------------------------------------------------------- ------ -----
Van der Moolen Holding N.V. Q4 %
Operating income before amortization of intangible fixed
assets, before impairment and before exceptional expense
relating to provision NYSE/SEC , breakdown in millions
of Euros 2003
--------------------------------------------------------- ------ -----
VDM Specialists 16.1 -16%
US Option Business (2.6) 54%
European Trading (3.0) -143%
Unallocated and Holding 2.6
--------------------------------------------------------- ------ -----
Total operating income before amortization of intangible
fixed assets, before impairment and before exceptional
expense relating to provision NYSE/SEC 13.1 -14%
--------------------------------------------------------- ------ -----
--------------------------------------------------------- ------ -----
VDM Specialists (VDMS) Q4
Key figures (Dutch GAAP) 2003
--------------------------------------------------------- ------ -----
VDM Specialists revenues ($ million) 32.4
Net gain on principal transactions 22.9
Commissions 7.4
Other 2.1
Total value of trading on NYSE ($ billion) 2,546
Value of trading in VDMS assignments ($ billion) 294
VDMS market share in dollar value NYSE 11.6%
VDMS value of principal shares traded ($ billion) 76
Participation rate 26.0%
VDMS net gain on principal transactions ($ million) 22.9
Realization rate (basis points) 3.0
--------------------------------------------------------- ------ -----
Source: NYSE, Van der Moolen
a) adjusted for purposes of comparison
Van der Moolen Holding N.V.
Consolidated Balance Sheet
(Dutch GAAP, unaudited)
-------------------------------------- ------ -------------- ---------
(amounts in millions of Euros) March 31, 2004 December 31, 2003
----------------------------------------------------------------------
Assets
Fixed assets
Intangible fixed assets 85.4 83.5
Tangible fixed assets 6.0 6.3
Financial fixed assets 103.8 104.1
------ --------
195.2 193.9
Current assets
Long positions securities 106.7 302.0
Clearing organizations and
professional parties 54.6 93.5
Accrued income and other receivables 42.5 33.4
Cash and cash-equivalents 271.3 261.6
------ --------
475.1 690.5
-------------------------------------- ------ -------------- ---------
Total assets 670.3 884.4
-------------------------------------- ------ -------------- ---------
Shareholders' equity and liabilities
Shareholders' equity 209.0 201.5
Minority interest 35.1 33.0
------ --------
Group equity 244.1 234.5
Provisions
Deferred tax liabilities 6.2 4.7
Other provisions 48.3 44.6
------ --------
54.5 49.3
Long-term liabilities
Subordinated debt 148.4 151.7
Long-term debt 1.7 2.0
------ --------
150.1 153.7
Short-term liabilities
Short positions securities 118.1 259.7
Clearing organizations and
professional parties 6.5 77.9
Short-term loans 48.8 48.3
Advanced by clearing organizations 18.0 25.2
Accrued expenses and other liabilities 30.2 35.8
------ --------
221.6 446.9
-------------------------------------- ------ -------------- ---------
Total shareholders' equity and
liabilities 670.3 884.4
-------------------------------------- ------ -------------- ---------
-------------------------------------- ------ -------------- ---------
Guarantee capital 392.5 386.2
-------------------------------------- ------ -------------- ---------
Van der Moolen Holding N.V.
Consolidated statement of cash flow/ Movement schedule of
shareholders'equity
(Dutch GAAP, unaudited)
Consolidated statement of cash flow
------------------------------------------------------- ------- ------
(Amounts in millions of Euros) 3 months
2004
------------------------------------------------------- --------------
Cash flow from operating activities
Net income 2.7
Net gain on disposal of financial fixed assets -
Minority interest 2.1
Depreciation and amortization of fixed assets 1.3
Change deferred taxation 1.4
Change in provisions 2.2
Change in working capital 4.2
------
13.9
Cash flow from investing activities
Investments in tangible fixed assets (0.5)
Disposals of tangible fixed assets 0.1
Divestments group companies, less cash balances held 2.7
Divestments and repayments of financial fixed assets 2.8
------
5.1
Cash flow from financing activities
Net change in subordinated debt and long-term
liabilities (0.3)
Net change of short-term loans (8.2)
Purchase of common shares -
Dividend payment (0.7)
Net change in minority interest (1.1)
------
(10.3)
Currency exchange differences on cash and cash-equivalents, net
of amounts advanced by clearing organizations 8.2
Change in cash and cash-equivalents, net of amounts advanced by
clearing organizations 16.9
Cash and cash-equivalents, net of amounts advanced by clearing
organizations at January 1, 236.4
------
Cash and cash-equivalents, net of amounts advanced by clearing
organizations at March 31, 253.3
--------------------------------------------------------------- ------
Movement in shareholders' equity
------------------------------------------------------- ------- ------
(Amounts in millions of euros) 3
months
2004
------------------------------------------------------- ------- ------
Shareholders' equity at January 1 201.5
Currency exchange differences 5.5
Net income for the period January 1 - March 31 2.7
Preferred dividend for the period January 1 - March 31 (0.7)
Purchase of common shares -
------
7.5
------
Shareholders' equity at March 31 209.0
------------------------------------------------------- ------- ------
1) adjusted for purposes of comparison
Van der Moolen Holding N.V.
Consolidated statement of cash flow/ Movement schedule of
shareholders'equity
(Dutch GAAP, unaudited)
Consolidated statement of cash flow
------------------------------------------------------- ------- ------
(Amounts in millions of Euros) 3 months
2003 a)
------------------------------------------------------- --------------
Cash flow from operating activities
Net income 7.9
Net gain on disposal of financial fixed assets (1.9)
Minority interest 3.2
Depreciation and amortization of fixed assets 2.2
Change deferred taxation 1.4
Change in provisions -
Change in working capital (70.5)
------
(57.7)
Cash flow from investing activities
Investments in tangible fixed assets (0.1)
Disposals of tangible fixed assets -
Divestments group companies, less cash balances held -
Divestments and repayments of financial fixed assets 3.0
------
2.9
Cash flow from financing activities
Net change in subordinated debt and long-term
liabilities (0.3)
Net change of short-term loans 29.7
Purchase of common shares (4.3)
Dividend payment (0.7)
Net change in minority interest (4.2)
------
20.2
Currency exchange differences on cash and cash-
equivalents, net of amounts advanced by clearing
organizations (14.3)
Change in cash and cash-equivalents, net of amounts
advanced by clearing organizations (48.9)
Cash and cash-equivalents, net of amounts advanced by
clearing organizations at January 1, 291.5
------
Cash and cash-equivalents, net of amounts advanced by
clearing organizations at March 31, 242.6
--------------------------------------------------------------- ------
Movement in shareholders' equity
------------------------------------------------------- ------- ------
(Amounts in millions of euros) 3
months
2003
------------------------------------------------------- ------- ------
Shareholders' equity at January 1 312.2
Currency exchange differences (13.7)
Net income for the period January 1 - March 31 7.9
Preferred dividend for the period January 1 - March 31 (0.7)
Purchase of common shares (4.3)
------
(10.8)
------
Shareholders' equity at March 31 301.4
------------------------------------------------------- ------- ------
a) adjusted for purposes of comparison
Van der Moolen Holding N.V.
Net income and shareholders' equity
(US GAAP, unaudited)
---------------------------------------- ----------- ----------- -----
(amounts in millions of Euros) Q1 Q1 %
2004 2003
---------------------------------------- ----------- ----------- -----
Net income (loss) in accordance with
Dutch GAAP 2.7 7.9 -66%
Adjustments to reported net income
Amortization of intangible fixed assets (0.7) (0.4)
Impairment of intangible fixed assets - -
Pensions - -
Stock options (0.6) (1.3)
Other - (1.0)
Taxation (0.9) (1.2)
----------- -----------
Net income (loss) in accordance with US
GAAP 0.5 4.0 -88%
Dividend on financing preferred shares (0.7) (0.7)
Net income (loss) in accordance with US
GAAP attributable to common shares (0.2) 3.3 -106%
Average number of common shares
outstanding 37,537,100 38,225,334
Diluted average number of common shares
outstanding 37,537,100 38,225,334
----------------------------------------
(amounts in euros)
----------------------------------------
Net income (loss) from ordinary
activities per common share in
accordance with Dutch GAAP 0.05 0.19 -72%
Basic earnings (loss) per common share
in accordance with US GAAP (0.01) 0.09 -106%
Diluted net income (loss) from ordinary
activities per common share in
accordance with Dutch GAAP 0.05 0.19 -72%
Diluted earnings (loss) per common share
in accordance with US GAAP (0.01) 0.09 -106%
---------------------------------------- ----------- ----------- -----
---------------------------------------- ----------- ----------- -----
(amounts in millions of Euros) Q1 Q1 %
2004 2003
---------------------------------------- ----------- ----------- -----
Depreciation and amortization fixed
assets in accordance with US GAAP
Depreciation 0.5 0.7
Amortization of intangible fixed assets 1.4 1.7
----------- -----------
Total depreciation and amortization
fixed assets in accordance with US GAAP 1.9 2.4 -21%
---------------------------------------- ----------- ----------- -----
---------------------------------------- ----------- ----------- -----
(amounts in millions of Euros ) March 31, Dec. 31,
2004 2003
---------------------------------------- ----------- ----------- -----
Shareholders' equity in accordance with
Dutch GAAP 209.0 201.5
Adjustments to reported shareholders'
equity
Goodwill and specialist assignments 157.4 152.7
Pensions 8.0 8.0
Taxation (17.3) (15.3)
Other - -
---------------------------------------- ----------- ----------- -----
Shareholders' equity in accordance with
US GAAP 357.1 346.9
---------------------------------------- ----------- ----------- -----
Van der Moolen Holding N.V.
Net income and shareholders' equity
(US GAAP, unaudited)
---------------------------------------------------- ----------- -----
(amounts in millions of Euros) Q4 %
2003
---------------------------------------------------- ----------- -----
Net income (loss) in accordance with Dutch GAAP (36.2) -107%
Adjustments to reported net income
Amortization of intangible fixed assets (0.4)
Impairment of intangible fixed assets (35.8)
Pensions 0.1
Stock options (0.8)
Other (1.1)
Taxation 6.2
-----------
Net income (loss) in accordance with US GAAP (68.0) -101%
Dividend on financing preferred shares 2.2
Net income (loss) in accordance with US GAAP
attributable to common shares (65.8) -100%
Average number of common shares outstanding 37,539,057
Diluted average number of common shares outstanding 37,539,057
----------------------------------------------------
(amounts in euros)
----------------------------------------------------
Net income (loss) from ordinary activities per
common share in accordance with Dutch GAAP (0.91) -106%
Basic earnings (loss) per common share in accordance
with US GAAP (1.75) -100%
Diluted net income (loss) from ordinary activities
per common share in accordance with Dutch GAAP (0.91) -106%
Diluted earnings (loss) per common share in
accordance with US GAAP (1.75) -100%
---------------------------------------------------- ----------- -----
---------------------------------------------------- ----------- -----
(amounts in millions of Euros) Q4 %
2003
---------------------------------------------------- ----------- -----
Depreciation and amortization fixed assets in
accordance with US GAAP
Depreciation 1.3
Amortization of intangible fixed assets 1.5
-----------
Total depreciation and amortization fixed assets in
accordance with US GAAP 2.8 -32%
---------------------------------------------------- ----------- -----
----------------------------------------------------
(amounts in millions of Euros )
----------------------------------------------------
Shareholders' equity in accordance with Dutch GAAP
Adjustments to reported shareholders' equity
Goodwill and specialist assignments
Pensions
Taxation
Other
----------------------------------------------------
Shareholders' equity in accordance with US GAAP
----------------------------------------------------
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