6-K 1 grohe_6-k7.txt GROHE HOLDING GMBH FORM 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 333-83166 For the month of June 2003 Grohe Holding GmbH Hauptstrasse 137, 58675 Hemer, Germany Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F Form 20-F |X| Form 40-F |_| Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes |_| No |X| SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Grohe Holding GmbH (Registrant) 02 June 2003 By: /s/ Michael Grimm -------------------------------- Name: Michael Grimm Title: Chief Financial Officer 02 June 2003 By: /s/ Heiner Henke -------------------------------- Name: Heiner Henke Title: Principal Accounting Officer GROHE HOLDING GMBH - 1ST QUARTER 2003 RESULTS FINANCIAL KEY FIGURES FOR THE 1ST QUARTER 2003: o Sales 237.8 million Euro (1Q2002: 239.7 million Euro) o Operating Income 35.7 million Euro (1Q2002: 39.5 million Euro) o Net Income 7.9 million Euro (1Q2002: 13.9 million Euro) o Adjusted EBITDA* 55.2 million Euro (1Q2002: 58.6 million Euro) Sales in the 1st quarter 2003 amounted to 237.8 million Euro, down 0.8 percent compared to the 1st quarter of prior year. The sales decrease is primarily due to the weak US dollar. Sales growth after currency adjustments was 3.3 percent compared to 1st quarter 2002. In Germany the economic situation remained weak in the 1st quarter. Sales decreased by 6.6 percent to 58.9 million Euro. In the European markets, without Germany, economic growth continued to slow down. Nevertheless, sales growth of 9.2 percent to 130.0 million Euro was realised. This increase was mainly supported by two-digit sales growth rates in Eastern Europe (+24.5 percent), France (+12.1 percent) and the United Kingdom (+14.0 percent). Sales in overseas markets decreased in the 1st quarter 2003 by 15.1 percent to 48.8 million Euro compared to the 1st quarter of prior year. This decrease is mainly attributable to the weak US dollar and the crisis in Iraq. Sales by strategic product groups were as follows: Sales of designer faucets and accessories amounted to 20.4 million Euro in the 1st quarter 2003, an increase of 5.0 percent compared to the 1st quarter of prior year. Sales in the product group bathroom and special faucets, which currently accounts for almost 45 percent of total sales, rose by 1.8 percent to 106.7 million Euro. The product group showers and shower systems saw a slight decline in sales by 1.6 percent to 37.9 million Euro. Sales in the product group kitchen faucets decreased by 3.6 percent to 27.9 million Euro. Affected by the weak German market sales in the product group sanitary systems were down by 5.2 percent amounting to 23.3 million Euro in the 1st quarter 2003. The gross margin of 43.9 percent was slightly below the 1st quarter 2002 (44.4 percent). The unfavourable currency impacts were not completely compensated for by cost saving rationalisation measures and savings in material procurement. Accordingly, 1st quarter 2003 operating income came to 35.7 million Euro (1st quarter 2002: 39.5 million Euro). In March and April Grohe refinanced bank loans and shareholder loans of a total volume of 600 million Euro. Unamortized debt issuance cost of 6.3 million Euro related to the refinanced bank loans impacted as one-time effect the interest result in the 1st quarter 2003. Net income after taxes amounted to 7.9 million Euro in the 1st quarter 2003 and was 6.0 million Euro below the 1st quarter of prior year (13.9 million Euro). The adjusted EBITDA* came to 55.2 million Euro and was 3.4 million Euro below the 1st quarter 2002. * Please see attachment for the definition of EBITDA OUTLOOK Despite the continuous difficult market environment we still expect for fiscal year 2003 an EBITDA result on the level of prior year. NOTE We prepare our quarterly results in accordance with US-GAAP. ATTACHMENTS Statements of Operations, Balance Sheets, Statements of Cash Flows, Reconciliation of adjusted EBITDA The text contains statements reflecting our views about our future performance and constitutes "forward-looking statements". These views may involve risks and uncertainties that are difficult to predict and may cause our actual results to differ materially from the results discussed in such forward-looking statements. Readers should consider that various factors, including changes in general economic conditions, nature of competition, developments in distribution, industry trends, influence of currency fluctuations and inflation, and other factors discussed, may affect our projected performance. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. GROHE HOLDING GMBH UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (EURO IN THOUSANDS)

GROHE HOLDING GMBH CONSOLIDATED BALANCE SHEETS (EURO IN THOUSANDS)

GROHE HOLDING GMBH CONSOLIDATED BALANCE SHEETS (CONTINUED) (EURO IN THOUSANDS)

GROHE HOLDING GMBH UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (EURO IN THOUSANDS)

GROHE HOLDING GMBH ADJUSTED CONSOLIDATED EBITDA (EURO IN THOUSANDS) A reconciliation between adjusted consolidated EBITDA and net income as reported in the unaudited interim consolidated financial statements is as follows:

*We adjust consolidated EBITDA to consider income resulting from our derivative financial instruments in EBITDA when realized.

GROHE HOLDING GMBH 6-K