6-K 1 dgrohe6k120103.txt GROHE AKTIENGESELLSCHAFT 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 December 2003 GROHE Aktiengesellschaft 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 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 whether 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/ 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 Aktiengesellschaft (Registrant) 02 December 2003 By: /s/ Peter Korfer-Schun -------------------------------------- Name: Peter Korfer-Schun Title: Chief Executive Officer 02 December 2003 By: /s/ Michael Grimm -------------------------------------- Name: Michael Grimm Title: Chief Financial Officer GROHE HOLDING GMBH - 9 MONTHS RESULT 2003 FINANCIAL KEY FIGURES FOR THE FIRST NINE MONTHS OF 2003: o Sales EUR 668.9 million (first nine months 2002: EUR 690.5 million) o Gross margin 44.3 percent (first nine months 2002: 43.8 percent) o Operating income 93.2 million (first nine months 2002: EUR 99.0 million) o Adjusted EBITDA* EUR 143.5 million (first nine months 2002: EUR 153.9 million) In the first nine months of 2003 sales amounted to EUR 668.9 million and adjusted for currency effects increased by 0.9 percent compared to the same period of the previous year. The negative exchange rate development, especially the weakening of the US-dollar, caused sales to decrease by 3.1 percent (first nine months 2002: EUR 690.5 million). A positive effect on sales came from moderate price increases that could be implemented in the market despite persisting price pressure. Due to the continued difficult domestic market environment, the company could not avoid sales for the first nine months of 2003 declining by 8 percent to EUR 163.9 million in Germany. Sales in Europe excluding Germany were up 2.6 percent on the previous year's EUR 334.2 million to EUR 342.8 million. Once again reporting an impressive 10.6 percent growth rate, Eastern Europe continued to make a major contribution to sales. Gratifying growth was also recorded in France and Spain where sales increased by +3.3 percent and +6.1 percent, respectively. The Netherlands (-2.9 percent) on the other hand did not reach the previous year's figures. The UK sales figure came in below the previous year's level because of negative exchange rate effects. The appreciation of the euro had a particularly strong impact on overseas sales, which amounted to EUR 162.3 million in the first nine months of the year (first nine months of 2002: EUR 178.3 million). In currency-adjusted terms, sales were even up 5.7 percent, with local currency sales in the USA (+7.2 percent) and the Far East (+9.0 percent) clearly exceeding the previous year's level. Due to the declining project business and the weak Japanese yen, Japan fell short of the previous year's figures. Sales for the first nine months of 2003 in the strategic product group Designer Faucets & Accessories increased by 1.2 percent to EUR 60.5 million (first nine months 2002: EUR 59.8 million). Sales in the Bathroom and Special Fittings product group amounted to EUR 289.3 million (first nine months 2002: EUR 296.6 million). The product groups Kitchen Faucets (-2.0 percent) and Showers and Shower Systems (-1.8 percent) were not able to fully match the previous year's figures. Facing continuing difficult market conditions in Germany, the product group SanitarySystems reported sales of EUR 66.3 million (first nine months 2002: EUR 69.4 million). The gross margin rose from the previous year's 43.8 percent to 44.3 percent in the first nine months of 2003. This increase is mainly attributable to cost savings resulting from ongoing rationalisation efforts and additional reductions in the cost of materials as well as the price increases which had a positive effect on sales. The mainly currency-related decline in sales could not fully be offset, however. Accordingly, the gross profit stood at EUR 296.4 million in the first nine months of 2003 (first nine months 2002: EUR 302.3 million). * For the definition of EBITDA, please refer to the attachment The operating income for the first nine months of 2003 amounted to EUR 93.2 million, compared to EUR 99.0 million in the previous year. Adjusted EBITDA* amounted to EUR 143.5 million, remaining below the previous year's adjusted EBITDA* (EUR 153.9 million) which reflected the particularly strong third quarter 2002. OUTLOOK In particular as a result of the currency effects, we expect sales in the full fiscal year 2003 to come in slightly below the previous year's figure. EBITDA is expected to develop similarly. 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 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 AKTIENGESELLSCHAFT 6-K