6-K 1 grohe_6k-2.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 September 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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes |_| No |X| Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes |_| No |X| 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| 2 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) 04 September 2003 By: /s/ Michael Grimm --------------------------------- Name: Michael Grimm Title: Chief Financial Officer 04 September 2003 By: /s/ Heiner Henke --------------------------------- Name: Heiner Henke Title: Principal Accounting Officer GROHE HOLDING GMBH - FIRST HALF YEAR 2003 RESULTS FINANCIAL KEY FIGURES FOR THE FIRST HALF YEAR 2003: o Sales EUR 454.3 million (H1 2002: EUR 470.3 million) o Gross margin 44.3% (H1 2002: 43.8%) o Operating income EUR 65.5 million (H1 2002: EUR 69.4 million) o Adjusted EBITDA* EUR 102.6 million (H1 2002: EUR 103.6 million) In the first half year 2003 sales amounted to EUR 454.3 million and adjusted for currency effects increased by 1.1 percent compared to the same period of the previous year. The negative exchange rate development - especially the weak US-dollar - caused sales to decrease by 3.4 percent (H1 2002: EUR 470.3 million). In a continued weak economic environment, sales volume exceeded the previous year's figures. Despite persisting price pressure, moderate price increases could be implemented in the market. Due to the continued tight and difficult domestic market environment, the company could not avoid first half year 2003 sales dropping by 8.5% to EUR 109.5 million in Germany, all the less so as the construction sector remains in the midst of a consolidation process. Sales in Europe, excluding Germany, were up 4.0 percent on the previous year's EUR 233.0 million to EUR 242.4 million. Nearly all European countries reported rising sales, even though this region, too, was affected by the weak economy. Reporting an impressive 11.2 percent growth rate, Eastern Europe continued to make a major contribution to sales, followed by France and Spain, where sales increased 5.8 percent and 7.0 percent, respectively. Austria (-3.2 percent) and the UK (-1.6 percent) on the other hand were unable to reach the previous year's figures. The appreciation of the euro had a particularly strong impact on overseas sales, which amounted to EUR 102.4 million in the first half year 2003 (H1 2002: EUR 117.7 million). In currency-adjusted terms, sales were up 3.8 percent, with local currency sales in the USA (+5.8 percent) and the Far East (+8.4 percent) clearly exceeding the previous year's level. Due to the weakness of the local market, Japan was the only overseas country to fall short of the previous year's figures. First half year 2003 sales in the strategic product group Designer Fittings & Accessories increased by 1.1 percent to EUR 40.1 million (H1 2002: EUR 39.6 million). Sales in the Bathroom and Special Fittings product group amounted to EUR 198.8 million (H1 2002: EUR 202.6 million). At EUR 55.9 million, sales of Kitchen Fittings almost held steady at the previous year's EUR 56.7 million. Sales in the Showers and Shower Systems product group declined by 2.7 percent to EUR 73.0 million. Facing continuing difficult market conditions in Germany the product group Sanitary Systems reported sales of EUR 43.3 million (H1 2002: EUR 47.5 million). The gross margin rose from the previous year's 43.8 percent to 44.3 percent in the first half year 2003. This increase is mainly attributable to cost savings resulting from ongoing rationalization efforts and additional reductions in the cost of materials. The currency-related decline in sales could not fully be offset, however. Accordingly, the gross profit stood at EUR 201.3 million in the first half year 2003 (H1 2002: EUR 206.1 million). * For the definition of EBITDA, please refer to the attachment The first half year 2003 operating income amounted to EUR 65.5 million, compared to EUR 69.4 million in the previous year. At EUR 102.6 million, adjusted EBITDA* remained almost unchanged from the same period of the previous year (EUR 103.6 million). NOTE We prepare our interim reports 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. * For the definition of EBITDA, please refer to the attachment 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