• No results found

2010 2009 2008 For the years ended December 31,

(audited)

(E thousand)

Purchases of property, plant and equipment . . . (17,831) (12,043) (15,004) + Purchases of intangible assets . . . (3,281) (3,157) (2,671)

Capital expenditures. . . . (21,112) (15,200) (17,675)

(8) Annual average number of employees, calculated by using the number of employees on the last day of each calendar month divided by twelve.

(9) Net financial costs means financial income less financial costs.

(10) Amortization includes amortization less impairment of intangibles assets. PPA amortization is the amortization of the difference between the fair value of intangible assets determined during the purchase price allocation process resulting from an acquisition and the book value of those assets immediately prior to the acquisition. In 2008, 2009 and 2010, our PPA amortization amounted to a total ofA2,572 thousand, A3,365 thousand and A4,011 thousand.

(11) EBITA is defined as operating profit plus impairment of intangibles and amortization. We are not presenting EBITA here as a measure of our operating results, nor does our management consider EBITA for purposes of managing our business. We are presenting this figure on the basis that some investors may find it useful in combination with other performance measures when evaluating our business. (12) Restructuring costs includes closure of facilities, relocation of production capacities and severance payments.

(13) Non-recurring/non-period-related items include primarily cost of acquisitions, cost of integrations and non-recurring items.

(14) Other Group and normalized items includes primarily costs related to the Advisory Board, expenses for management services and certain extraordinary costs.

(15) PPA depreciation is the depreciation of the difference between the fair value of the assets determined during the purchase price allocation process resulting from an acquisition and the book value of those assets immediately prior to the acquisition.

Selected Operating Segment Data Year ended December 31, 2010 % Change 2009-2010 Year ended December 31, 2009 % Change 2008-2009 Year ended December 31, 2008 (audited, unless otherwise noted)

(E thousand, unless otherwise noted) EMEA(1) Revenue . . . 360,255 39.9 257,441 (30.1) 368,273 Adjusted EBITDA(2)(3) . . . 80,995 92.7 42,038 (34.3) 63,979 Employees(4) . . . 2,025 (2.1) 2,068 (24.5) 2,739 Americas(5) Revenue . . . 130,947 80.3 72,647 (25.2) 97,173 Adjusted EBITDA(2)(3). . . 23,016 121.0 10,415 (37.1) 16,561 Employees(4) . . . 488 26.4 386 (22.6) 499 Asia Pacific(6) Revenue . . . 31,016 81.0 17,139 5.9 16,189 Adjusted EBITDA(2)(3) . . . 1,673 99.9 837 (18.0) 1,021 Employees(4) . . . 317 32.1 240 54.8 155

NORMA Group consolidated

Revenue . . . 490,404 48.7 329,794 (27.9) 457,603 Employees(4)(7). . . 2,853 5.0 2,717 (20.5) 3,416

Total Adjusted EBITDA of

segments(2)(8). . . 105,684 98.3 53,290 (34.7) 81,561

Holdings(9). . . (6,268) 3,698.8 (165) (92.6) (2,221) Eliminations(10). . . (168) 104.9 (82) — 180

Total Adjusted EBITDA of the

Group(2)(3). . . 99,248 87.1 53,043 (33.3) 79,520

Depreciation (excluding PPA

depreciation)(11)(unaudited) . . . (13,833) (4.8) (14,527) (4.0) (15,134)

Total Adjusted EBITA of the Group

(unaudited)(12) (13) . . . 85,415 121.8 38,516 (40.2) 64,386

(1) EMEA includes Europe, the Middle East and Africa. In EMEA we have operations in the United Kingdom, Spain, France, Germany, Italy, Sweden, the Czech Republic, Poland, Turkey, Serbia and Russia, as well as sales into additional countries.

(2) We are not presenting Adjusted EBITDA here as a measure of our operating results. Our management considers Adjusted EBITDA, along with several other performance measures, when managing our business because it deems it to be one of several useful measures of performance for managing the business of our Group. We believe that the adjustments to our EBITDA allow for a comparison of our performance on a consistent basis without regard to the abovementioned one-time effects that we believe do not reflect the regular operating performance of our business.

Unless stated otherwise, in this prospectus Adjusted EBITDA always refers to Adjusted EBITDA of the Group. Historically, we used Adjusted EBITDA as the key performance measure in managing our business and we are still using it as the most important of several useful measures to manage our segments. However, in order to meet the commonly accepted reporting standards of capital market oriented companies, we now use Adjusted EBITA as the key performance measure in managing our Group.

(3) Adjusted EBITDA is defined as operating profit plus impairment of intangibles, depreciation and amortization, restructuring costs, non- recurring/non-period-related items, and other Group and normalized items:

2010 2009 2008 For the years ended

December 31, (audited)

(E thousand)

Operating profit . . . . 56,309 556 19,663

+ Impairment of intangibles . . . — 2,782 21,132 + Depreciation and amortization . . . 25,428 22,843 22,008 + Restructuring costs(14) . . . 1,250 20,634 9,772 + Non-recurring/non-period-related items(15). . . 15,536 5,069 5,481 + Other group and normalized items(16) . . . 725 1,159 1,464

Adjusted EBITDA . . . . 99,248 53,043 79,520

(4) Annual average number of employees, calculated by using the number of employees on the last day of each calendar month divided by twelve.

(5) Americas includes North America and South America. In the Americas we have operations in the United States and Mexico, as well as sales into additional countries.

(6) In Asia Pacific we have operations in India, Thailand, Singapore, China, South Korea, Japan and Australia, as well as sales into additional countries.

(7) Including for the years ended December 31, 2010, December 31, 2009 and December 31, 2008, 23 employees which could not be allocated to any segment.

(8) Adjusted EBITDA of the segments is defined as Adjusted EBITDA of the Group before Holdings and Eliminations. (9) Holdings consists of Norma Group GmbH, Norma Group Holding GmbH and Norma Beteiligungs GmbH. (10) At the Group level, eliminations include unrealized gains on the sale between segments of inventory and assets.

(11) PPA depreciation is the depreciation of the difference between the fair value of the assets determined during the purchase price allocation process resulting from an acquisition and the book value of those assets immediately prior to the acquisition.

(12) We are not presenting Adjusted EBITA here as a measure of our operating results. Our management considers Adjusted EBITA, along with several other performance measures, when managing our business because it deems it to be the key performance measure for managing the business of our Group.

(13) Adjusted EBITA means Adjusted EBITDA less PPA depreciation.

(14) Restructuring costs includes closure of facilities, relocation of production capacities and severance payments.

(15) Non-recurring/non-period-related items include primarily cost of acquisitions, cost of integrations and non-recurring items.

(16) Other Group and normalized items includes primarily costs related to the Advisory Board, expenses for management services and certain extraordinary costs.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND