Annual Report 2007 - Muehlhan AG
Annual Report 2007 - Muehlhan AG
Annual Report 2007 - Muehlhan AG
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<strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
The <strong>Muehlhan</strong> Group is an international specialist in marine surface protection –<br />
and especially in the protection of ships’ steel surfaces from corrosion.<br />
With 2,396 employees at 36 locations our <strong>2007</strong> sales totaled about EUR 196 million.<br />
Our four divisions Ship Newbuilding, Ship Repair, Oil & Gas Offshore and Industry<br />
Services enable us to serve the market successfully on a broad basis. A high quality<br />
of service, more than 125 years of experience and an exacting standard of technical<br />
know-how are our distinguishing features.<br />
Key Figures<br />
in kEUR <strong>2007</strong> 2006 Change in %<br />
Results<br />
Sales 196,092 184,389 6.3<br />
EBITDA 1 9,362 13,878 -32.5<br />
EBIT 2 2,861 8,104 -64.7<br />
EBT 3 1,101 6,333 -82.6<br />
Net earnings per share in EUR 0.00 0.23 -100.0<br />
Consolidated earnings after minority interests -73 3,646 -102.0<br />
Cash flow 9,365 13,930 -32.8<br />
Investments for fixed assets 12,531 7,795 60.8<br />
Depreciation 6,501 5,774 12.6<br />
Balance sheet<br />
Balance sheet total 128,319 122,767 4.5<br />
Current assets 58,695 73,555 -20.2<br />
Fixed assets 4 65,392 46,745 39.9<br />
Equity 59,714 59,287 0.7<br />
Employees<br />
<strong>Annual</strong> average headcount people 2,396 2,318 3.4<br />
1 EBITDA: Profit from operations and depreciation<br />
2 EBIT: Profit from operations<br />
3 EBT: Earnings before taxes<br />
4 Fixed assets: Total of non-current assets less deferred tax assets
The Group is represented locally<br />
in all relevant regions.<br />
That enables us to develop our growth<br />
out of the markets.<br />
Our Four Divisions<br />
ship NewbuildiNg<br />
At newbuilding we apply a high-quality coating<br />
system to maximize a vessel’s life span.<br />
Newbuilding has been our core business<br />
for many years traditionally.<br />
<strong>2007</strong> 2006<br />
+ / -<br />
in %<br />
External revenue in kEUR 65,710 71,564 -8.2<br />
Share of<br />
external revenue in % 34 39 -5<br />
EBIT in kEUR 2,561 3,247 -21.1<br />
ship repair<br />
While ships are in service we renew their<br />
surface protection every three to ten years,<br />
In maintenance and repair we keep project durations<br />
to a minimum, thereby ensuring that ships<br />
are back in service as soon as possible.<br />
<strong>2007</strong> 2006<br />
+ / -<br />
in %<br />
External revenue in kEUR 45,086 37,334 20.8<br />
Share of<br />
external revenue in % 23 20 3<br />
EBIT in kEUR 6,695 4,250 57.5
<strong>Muehlhan</strong> <strong>AG</strong> <strong>Muehlhan</strong> Hauptstandorte Öl- und Gasfelder Schifffahrtsrouten Zukünftige Wachstumsregionen<br />
<strong>Muehlhan</strong> <strong>AG</strong> Principal <strong>Muehlhan</strong> locations Oil and gas fields Shipping nodes<br />
Future growth regions<br />
Oil & gas OFFshOre<br />
The Oil & Gas Offshore division provides surface<br />
protection, in both newbuilding and repair work,<br />
for offshore drilling rigs and production platforms.<br />
<strong>2007</strong> 2006<br />
+ / -<br />
in %<br />
External revenue in kEUR 13,647 17,616 -22.5<br />
Share of<br />
external revenue in % 7 10 -3<br />
EBIT in kEUR -2,605 1,868 -239.5<br />
iNdustry services<br />
For our industry customers the focus is on<br />
customized surface protection solutions.<br />
Scaffolding, access technology and steel works<br />
complement our other business segments as well.<br />
<strong>2007</strong> 2006<br />
+ / -<br />
in %<br />
External revenue in kEUR 71,529 57,522 24.4<br />
Share of<br />
external revenue in % 36 31 5<br />
EBIT in kEUR 2,025 3,156 -35.8
Content<br />
2 ManageMent<br />
2 Foreword<br />
5 Executive Bodies<br />
7 <strong>Report</strong> of the Supervisory Board<br />
9 Corporate Governance<br />
12 Strategy<br />
16 FroM the business divisions<br />
22 our share<br />
26 group ManageMent report<br />
39 group consolidated Financial stateMents<br />
75 stateMent oF the auditors´ report<br />
Addresses Worldwide<br />
Contacts and Financial Calendar<br />
concentrate strengths,<br />
build profitability<br />
1
2<br />
Foreword<br />
In recent years, we were under way at high speed<br />
in our markets. At the same time, we carefully<br />
reviewed our options for how to take advantage<br />
of the market. This required a lot of flexibility and<br />
adaptability. This was particularly true for the past<br />
year: In addition to good results and improvements,<br />
we also had to overcome a series of challenges.<br />
However, experiences – especially those that are<br />
less than good – are important capital for the future.<br />
And the markets are still waiting for us.<br />
With our strengths, we have the substance to<br />
achieve our goal: To become the market leader<br />
in marine surface protection. As such, the next<br />
step is to concentrate strengths and<br />
build profitability.
ManageMent divisions share Group ManaGeMent report Group Consolidated FinanCial stateMents<br />
about one year ago, <strong>Muehlhan</strong> aG published its first annual report after the<br />
initial public offering. Several events that shaped our activities, and above<br />
all our profits for the <strong>2007</strong> fiscal year, were already casting their shadows at<br />
that time. over the course of the past twelve months, many of those circumstances<br />
have developed into tangible operational challenges for our Group,<br />
and therefore had to be addressed.<br />
Considerable organizational cuts were required in the uSa. by the middle<br />
of the year, we initiated measures with which we reduced costs and reset<br />
our course back to productivity and profitability. as a result of the experience,<br />
we have also introduced improved management and control mechanisms<br />
throughout the Group. in the future, they will contribute to increased<br />
efficiency for operational processes, and in principle will also make strategic<br />
adjustments easier. initial positive effects were already measurable in <strong>2007</strong>:<br />
after months of losses, we were able to post balanced operational results<br />
for the uSa again in the second half of the year for the first time.<br />
using new internal financing structures, starting in 2008 we will be able<br />
to significantly reduce the extent of currency effects, which significantly<br />
reduced profit in <strong>2007</strong> as a result of the weak uS dollar in particular.<br />
We already see that the measures are working in the trend of our numbers.<br />
<strong>Muehlhan</strong> was able to stop the negative income trend by the middle of<br />
the year, and the company had pre-tax profit of Eur 0.4 million as of the<br />
3rd quarter. in the last quarter of <strong>2007</strong>, income considered separately<br />
was again more than Eur 1 million after taxes.<br />
C. Ennemann, dr a. C. Krüger, b. Janssen (f. l. t. r.)<br />
3
4<br />
overall, the <strong>Muehlhan</strong> Group emerged invigorated from the events of the <strong>2007</strong> fiscal year. our aim, therefore,<br />
is to earn a reasonable profit again from the market conditions in marine surface protection, which are<br />
still excellent. in the short term and intermediate term, the marine business segments in Europe promise<br />
great potential for our similar business segment services in the area of scaffolding / access technology.<br />
as a result, the newbuilding boom in the coming years will lead to a strongly increasing demand for repair<br />
work in the future as well, and will affect this submarket for the next few decades. With lucrative contracts<br />
in bridge renovation and in the wind energy segment, <strong>Muehlhan</strong> has its opportunity to win new customers<br />
and develop new submarkets step by step through diversified services, independent of individual business<br />
segments and their fluctuations.<br />
as such, the course for 2008 is clearly dictated: after the operational and organizational adaptations in the<br />
year <strong>2007</strong>, we will press forward, focused on our core business in all four business segments. the adaptations<br />
initiated will cause <strong>Muehlhan</strong> to be able to redevelop its power in the market and restore profitability<br />
and earnings ability!<br />
We thank all our company’s employees for their high commitment. and finally, our special thanks go to our<br />
shareholders, investors, business partners and friends who accompanied us during the past fiscal year.<br />
Sincerely yours<br />
dr andreas C. Krüger bernd Janssen Carsten Ennemann<br />
Hamburg in March 2008
Executive Bodies<br />
executive board<br />
Dr Andreas C. Krüger<br />
Hamburg<br />
ManageMent divisions share Group ManaGeMent report Group Consolidated FinanCial stateMents<br />
dr andreas C. Krüger Carsten Ennemann bernd Janssen<br />
Chairman of the Executive board,<br />
CEo<br />
in charge of:<br />
Strategy, Marketing, business<br />
development and Sales<br />
dr andreas C. Krüger is an engineering<br />
graduate with a dipl.-ing. degree.<br />
He has worked as a manager and<br />
a board member of German and<br />
foreign industrial companies. after<br />
serving on the board of friactec aG<br />
in Mannheim he worked as an interim<br />
manager in 2002. He took over as<br />
CEo of the <strong>Muehlhan</strong> Group in 2005.<br />
Carsten Ennemann<br />
Hamburg<br />
Member of the Executive board,<br />
Cfo<br />
in charge of:<br />
finance, Controlling, investor relations,<br />
legal, Human resources and<br />
financial audit<br />
Carsten Ennemann is a graduate in<br />
business administration. following<br />
positions as a balance sheet<br />
auditor with an auditing firm based<br />
in Hamburg and as Cfo for the<br />
German branch of Suez S.a.,<br />
the Sita deutschland GmbH, in<br />
2005 he moved to the management<br />
of pVG projektierung und Verwaltungsgesellschaft<br />
mbH. in 2006<br />
he assumed the position of Cfo<br />
of the <strong>Muehlhan</strong> Group.<br />
Bernd Janssen<br />
buchholz<br />
Member of the Executive board,<br />
Coo<br />
in charge of:<br />
operations, Materials Management,<br />
it and technical audit<br />
bernd Janssen is a business<br />
economics graduate. after various<br />
management posts in accounts and<br />
controlling at shipyards and<br />
aviation companies he joined a<br />
North German publishing firm in 1992<br />
as its commercial manager, moving<br />
in 1996 as Cfo to the <strong>Muehlhan</strong><br />
Group’s top management.<br />
5
6<br />
supervisory board<br />
dr Wulf-dieter H. Greverath philip percival dr Gottfried Neuhaus<br />
Dr Wulf-Dieter H. Greverath<br />
Hamburg<br />
Chairman of the<br />
Supervisory board<br />
from 1981 to 2005<br />
Managing partner and<br />
chairman of the <strong>Muehlhan</strong><br />
Group holding company’s<br />
management board.<br />
Philip Percival<br />
richmond, Great britain<br />
deputy Chairman of the<br />
Supervisory board<br />
Managing director of the<br />
SG Capital Europe ltd,<br />
london<br />
Dr Gottfried Neuhaus<br />
Hamburg<br />
Member of the<br />
Supervisory board<br />
Managing partner of<br />
Neuhaus partners GmbH,<br />
Hamburg
ManageMent divisions share Group ManaGeMent report Group Consolidated FinanCial stateMents<br />
<strong>Report</strong> of the<br />
Supervisory Board<br />
<strong>Muehlhan</strong> <strong>AG</strong> looks back on an eventful <strong>2007</strong> fiscal year.<br />
After the successful initial public offering during the 2006 fiscal year,<br />
the company had to rise to new challenges and make trend-setting<br />
strategic decisions during the past year. In doing so, the primary<br />
objective was to permanently overcome potential hurdles and<br />
shape the orientation of the company for the future. As the<br />
Supervisory Board, we accompanied the work of the company’s<br />
management during the reporting year to the extent specified by<br />
law and by the Articles of Incorporation.<br />
Review of management of the company<br />
and supporting advice for the Executive Board<br />
by the Supervisory Board<br />
during the <strong>2007</strong> fiscal year, the Executive board provided<br />
regular reports to the Supervisory board in writing and verbally<br />
regarding the commercial development of <strong>Muehlhan</strong><br />
aG and of the <strong>Muehlhan</strong> Group. in doing so, special attention<br />
was given to the company’s complex market situation<br />
in light of general economic development. the Executive<br />
board also provided comprehensive reports regarding the<br />
financial position of the corporation and of the subsidiary<br />
companies, their earnings performance, and corporate<br />
planning. in a total of five joint meetings, the Supervisory<br />
board and the Executive board discussed personnel and<br />
business policy processes and a collective course. additionally,<br />
the Supervisory board attended to the situation of<br />
the Group in several internal telephone conferences.<br />
Key topics at all the meetings were the strategic orientation<br />
of the <strong>Muehlhan</strong> Group and the resulting operational<br />
implementation. at the same time, the development of the<br />
company’s four main areas of business in the international<br />
markets was discussed. other key topics were the current<br />
state of business performance and finances.<br />
the Executive board provided required additional information<br />
to the Supervisory board without delay verbally and<br />
in writing. Even between meetings, the Supervisory board<br />
was in direct contact with the Executive board, so that individual<br />
questions about important developments and business<br />
transactions at <strong>Muehlhan</strong> could be discussed and<br />
decided without time delays.<br />
Focal points during the <strong>2007</strong> deliberations<br />
the following topics were discussed as focal points during<br />
the meetings of the Supervisory board during the <strong>2007</strong><br />
fiscal year:<br />
the successful ipo in the year 2006, and thus the acceptance<br />
of the business model by the capital market,<br />
aroused expectations for the year <strong>2007</strong>, which <strong>Muehlhan</strong><br />
was unable to fulfill to the extent in the short-term. in addition,<br />
<strong>Muehlhan</strong> came under pressure at an early stage as<br />
a result of individual factors like the challenging business<br />
development for the uS subsidiary companies.<br />
from the beginning, the project difficulties at the California<br />
Golden Gate bridge were a subject of the deliberations<br />
between the Supervisory board and the Executive board<br />
such that the subsidiary company Certified Coatings<br />
Company was able to assert the legal claims in a timely<br />
manner and in close coordination. during the course of the<br />
fiscal year, the Supervisory board regularly informed itself<br />
about the current developments for the project. there was<br />
a similar regular exchange regarding other elements of uS<br />
activities, including the situation for the offshore service<br />
provider Meaux and the continued weakness in the marine<br />
sub-markets in the uSa. the Supervisory board included<br />
the various individual factors in its considerations when<br />
it engaged in the evaluation of the recommendations of<br />
the Executive board for a restructuring of the american<br />
subsidiary companies. in the deliberations with management<br />
of the <strong>Muehlhan</strong> Group, the Supervisory board<br />
was able to procure comprehensive insight into the extent<br />
and effectiveness of the measures, and to support them.<br />
7
8<br />
the Supervisory board also deliberated regularly and comprehensively<br />
on key topics in other regions and business<br />
segments: these include the start of business in and the<br />
prospects for the oil & Gas offshore business in the North<br />
Sea and the expansion of activities in the Middle East and<br />
asia. finally, the executive body also fulfilled its control<br />
function by evaluating possible corporate acquisitions to<br />
continue on the path of growth.<br />
as a result of the developments in the uS market, the<br />
Supervisory board together with the Executive board<br />
advocated a significant acceleration of the presently-<br />
ongoing installation of the control instruments and<br />
processes. in the future, <strong>Muehlhan</strong> aG will use its integrated<br />
management system, the compliance guidelines<br />
and project controlling with additional increased intensity,<br />
and will do so in all business divisions and regions.<br />
<strong>Annual</strong> financial statements and<br />
consolidated financial statements<br />
the Supervisory board commissioned bdo deutsche<br />
Warentreuhand aktiengesellschaft Wirtschaftsprüfungsgesellschaft,<br />
Hamburg, to audit the financial statements<br />
of <strong>Muehlhan</strong> aG and of the Group pursuant to the reso lution<br />
of the <strong>Muehlhan</strong> General Meeting of 15 May <strong>2007</strong>. bdo<br />
audited the annual financial statements and the Group<br />
consolidated financial statements of <strong>Muehlhan</strong> aG as<br />
compiled by the Executive board according to the rules<br />
of the international accounting standards ifrS as of<br />
31 december <strong>2007</strong>, as well as the management report<br />
and the Group management report for the past fiscal<br />
year, and provided them with an unqualified audit opinion.<br />
the annual financial statements of the corporation and<br />
the consolidated financial statements, the management<br />
reports for the annual financial statements of the corporation<br />
and for the Group consolidated financial statements,<br />
the proposal for the use of the net profit for the year,<br />
and the associated audit reports for the independent<br />
audit were sent to each member of the Supervisory<br />
board. at the meeting on 27 March 2008, the Supervisory<br />
board once again thoroughly discussed and reviewed all<br />
documents in the presence of the auditors.<br />
as a result of the audits, the Supervisory board is of the<br />
opinion that the representations in the annual financial<br />
statements and the management report of the corporation,<br />
the consolidated financial statements and the consolidated<br />
management report convey a picture of the position of the<br />
corporation and the Group with respect to assets, finances<br />
and income that corresponds to the actual circumstances<br />
based on the principles of proper accounting.<br />
after the final results of its reviews, the Supervisory board<br />
raised no objections against the annual financial statements<br />
of the corporation and the consolidated financial<br />
statements as compiled by the Executive board, or to<br />
the results of the financial statement audits, and approved<br />
the annual financial statements of the corporation<br />
and the Group consolidated financial statements as of<br />
31 december <strong>2007</strong>. the annual financial statements are<br />
therefore adopted. the Supervisory board agrees with<br />
the proposal by the Executive board regarding the use<br />
of the net profit for the year.<br />
in the <strong>2007</strong> fiscal year, <strong>Muehlhan</strong> aG showed that it reacts<br />
appropriately and professionally to challenges in the<br />
international markets, and that the company stays flexible<br />
and powerful as a result of effective improvements to the<br />
structure of the corporation. the Supervisory board will<br />
also work closely with and support the Executive board in<br />
the future so that <strong>Muehlhan</strong> aG can successfully continue<br />
on its path towards a sustainably secured future.<br />
We thank the Executive board and the company’s employees<br />
for their good work and high level of commitment during<br />
the past year.<br />
Hamburg in March of 2008<br />
dr Wulf-dieter H. Greverath
ManageMent divisions share Group ManaGeMent report Group Consolidated FinanCial stateMents<br />
Corporate<br />
Governance<br />
The principles of corporate governance form a central point of<br />
reference for the business activities of the Executive Board and<br />
Supervisory Board of <strong>Muehlhan</strong> <strong>AG</strong>. By focusing on them, we ensure<br />
deliberately responsible management and control for <strong>Muehlhan</strong> <strong>AG</strong><br />
that is targeted at increasing company value and transparency.<br />
Even though as a corporation listed in the Entry Standard our<br />
company is not subject to the regulatory system from § 161 of the<br />
Corporations Act, we have decided to comply with and implement the<br />
set of rules from the German Corporate Governance Code in the<br />
version dated 14 June <strong>2007</strong> while taking into consideration <strong>Muehlhan</strong><br />
<strong>AG</strong>’s company size and structure.<br />
Shareholders and the <strong>Annual</strong> General Meeting<br />
Many of our shareholders made capital available to the<br />
company in the context of the increase in cash at the time<br />
of the initial public offering. other shareholders became<br />
co-owners of the company by purchasing the shares.<br />
in doing so, they bear a portion of <strong>Muehlhan</strong> aG’s entrepreneurial<br />
risk. the Executive board feels particularly<br />
obligated to the shareholders, and provides for detailed<br />
and transparent communications, systematic risk management,<br />
compliance with the regulations of the German<br />
Stock Exchange (deutsche börse), and consideration of<br />
and respect for shareholder rights.<br />
While strictly observing the requirement of equal treatment<br />
for all shareholders, the company forwards to the public in<br />
the field all company information that is relevant to the capital<br />
markets via classic publications, its internet presence,<br />
and with the assistance of independent news services. the<br />
information appears in the German and English languages<br />
and includes ad hoc announcements, press releases,<br />
quarterly reports and annual reports in particular. in addition,<br />
<strong>Muehlhan</strong> publishes all voting rights changes and notifications<br />
from governing bodies regarding transactions in<br />
<strong>Muehlhan</strong> shares. in doing so, it orients the company to the<br />
guidelines for corporations with a listing in prime Standard,<br />
independent of the fact that there is no corresponding legal<br />
obligation for the Entry Standard. the shareholders are<br />
informed of all important dates by means of a finance calendar.<br />
it is updated regularly on the website and published<br />
in the quarterly reports and annual reports as well.<br />
<strong>Muehlhan</strong> offers the appointment of a proxy voter and<br />
thereby enables its external shareholders the participation<br />
at the aGM.<br />
Collaboration between the<br />
Supervisory Board and Executive Board<br />
the Supervisory board of <strong>Muehlhan</strong> aG consists of three<br />
members, as does the Executive board of the company.<br />
the Executive board and the Supervisory board work together<br />
closely and trustingly. the Supervisory board will<br />
be informed by management on a regular, timely and comprehensive<br />
basis regarding business development in the<br />
individual regions and business segments, the company’s<br />
strategy and planning, and the risk situation.<br />
the Executive board and Supervisory board together<br />
strive for additional improvement of the control mechanisms.<br />
they regularly work together on transactions that<br />
are relevant to the company, and ensure adherence to risk<br />
and compliance guidelines. the Supervisory board provides<br />
detailed information regarding the areas of emphasis<br />
for its activities during the <strong>2007</strong> fiscal year in its report on<br />
pages 7 and 8.<br />
the Executive board and Supervisory board have<br />
defined their common goal clearly: in 2008, <strong>Muehlhan</strong> aG<br />
is to emerge from the challenges of the past fiscal year<br />
with new strength. in the short term, the company is to<br />
concentrate its efforts and restore its link to its well-known<br />
earning power.<br />
9
10<br />
Compensation structure of the<br />
Executive Board and Supervisory Board<br />
the Executive board can be measured with regard to<br />
compensation as well using the shared objectives. all<br />
three members receive fixed and annually recurrent variable<br />
compensation components. Non-recurring variable<br />
compensation components are not scheduled. in addition,<br />
along with the bonus plan described, the Supervisory<br />
board can also issue virtual stock options in the context of<br />
a phantom share program as an additional incentive for the<br />
Executive board. Corresponding options were allocated by<br />
the Supervisory board both to the Executive board and to<br />
executive management personnel for the entire <strong>Muehlhan</strong><br />
Group most recently in the 2006 fiscal year. in doing so,<br />
the beneficiary is granted a claim against the company for<br />
a cash payment, the existence of which is dependent upon<br />
reaching particular performance targets, and which is to<br />
place the beneficiary in a financial position as if he or she<br />
had acquired a share of the company at the issue price<br />
and resold the share at the market price as of the date of<br />
exercise.<br />
the options on these so-called phantom shares can be<br />
exercised only if the share of the company has experienced<br />
an increase in value of at least 10% per year from the date<br />
of allocation. for each share tranche allotted to him or her,<br />
the beneficiary is bound to a staggered waiting period<br />
which is two years for a third of the allocated options, three<br />
years for another third, and four years for the final third.<br />
Corresponding to the usual provisions, the members of<br />
the Supervisory board receive a combination of fixed<br />
super visory board compensation and a variable portion.<br />
declaration oF conForMity<br />
our management and the Supervisory board of <strong>Muehlhan</strong><br />
aG deal regularly with matters of good company management.<br />
therefore, it is only logical for the company to orient<br />
itself to the recommendations of the “administrative<br />
Committee for the German Corporate Governance Code”,<br />
referred to as dCGK below, to the extent that doing so is<br />
reasonable given the size and structure of the company.<br />
<strong>Muehlhan</strong> has already complied with the Code and its<br />
material recommendations in the past. the company is<br />
also currently in compliance with the requirements of the<br />
current version of the Code dated 14 June <strong>2007</strong>.<br />
to the extent that individual recommendations from the<br />
current version of the dCGK were not followed, or were<br />
followed only to a limited extent, or if the company deviated<br />
from them in another manner, or will deviate from them in<br />
the future, the Executive board and Supervisory board<br />
provide justification as follows:<br />
With regard to Section 2 of the Code:<br />
Invitation to the <strong>Annual</strong> General Meeting;<br />
transmission by electronic means<br />
in paragraph 2.3.2, the dCGK recommends transmission<br />
of the invitation documents for the annual General Meeting<br />
by electronic means, provided that the consent requirement<br />
necessary for doing so was met.<br />
When convening the annual General Meeting, <strong>Muehlhan</strong><br />
limits itself to the manner prescribed by statute for economic<br />
and organizational reasons. the reports and documents<br />
required by law for the annual General Meeting are normally<br />
made available for inspection by the shareholders from<br />
the date the annual General Meeting is announced, and<br />
sent to a shareholder upon request, but not electronically,<br />
because the consent requirement pursuant to § 30b paragraph<br />
3 of the Securities trading act is not met. in addition,<br />
the documents will be published on the company’s website<br />
together with the agenda, provided that doing so is not<br />
contrary to legitimate interests of the company, its shareholders<br />
or third parties. all documents can be accessed<br />
by the shareholders there.
ManageMent divisions share Group ManaGeMent report Group Consolidated FinanCial stateMents<br />
With regard to Section 3 of the Code:<br />
Collaboration between the<br />
Executive Board and Supervisory Board<br />
under Section 3.8, the dCGK recommends that a reasonable<br />
deductible be provided in liability insurance policies<br />
that a company takes out for the members of its Executive<br />
board and Supervisory board (so-called directors and<br />
officers liability insurance policies – d&o).<br />
in principle, <strong>Muehlhan</strong> aG is not of the opinion that the<br />
motivation and responsibility with which the members of<br />
the Executive board and Supervisory board perform their<br />
tasks can be further improved by a deductible of this kind.<br />
the current d&o insurance contracts currently taken out<br />
by <strong>Muehlhan</strong> aG therefore do not provide for any deductible.<br />
for the reasons stated, no change is planned.<br />
With regard to Section 4 of the Code:<br />
Executive Board<br />
in Section 4.2.2 clause 1, the dCGK articulates the recommendation<br />
that the Supervisory board plenum is to provide<br />
advice with respect to the structure of the compensation<br />
system for the Executive board and regularly review the<br />
contracts at the recommendation of the executive committee<br />
that deals with the Executive board contracts.<br />
the Supervisory board of <strong>Muehlhan</strong> aG consists of three<br />
members. the formation of executive committees is therefore<br />
not necessary. at the company, it is the responsibility<br />
of all board members to deal with the Executive board<br />
contracts. all members of the Supervisory board will<br />
provide advice regarding the compensation system for the<br />
Executive board, and will review it regularly.<br />
Notwithstanding Section 4.2.5 of the dCGK, <strong>Muehlhan</strong><br />
does not include a separate compensation report within<br />
the Corporate Governance report. the total compensation<br />
for the Executive board is included in the figures in<br />
the annual financial statements. the company views<br />
the Executive board as a management team, and an individual<br />
disclosure of the amounts would not have any value<br />
as additional relevant information for the reader. in the<br />
company’s opinion, the compilation of a separate compensation<br />
report is unnecessary.<br />
With regard to Section 5 of the Code:<br />
Supervisory Board and Executive Board<br />
based on the composition of the Supervisory board already<br />
mentioned, the formation of committees provided for<br />
in Section 5.3.1 is deemed unnecessary. this also applies<br />
to the formation of an audit committee as recommended<br />
in Section 5.3.2, as well as the formation of a nomination<br />
committee as provided for in Section 5.3.3.<br />
all members of the Supervisory board have the necessary<br />
knowledge and experience in the application of accounting<br />
principles and internal audit processes, and perform the<br />
tasks intended for the audit committee and the nomination<br />
committee collaboratively. the chairman of the Supervisory<br />
board issues the audit mandate pursuant to the<br />
resolution by the Supervisory board, and sets forth the<br />
areas of emphasis for the audit in coordination with the<br />
other members after detailed discussion in a meeting in<br />
advance, and finalizes the fee agreement with the auditor.<br />
in accordance with the remarks above, Section 5.2 clause<br />
2 also does not apply when dealing with the Executive<br />
board contracts.<br />
in addition, in Section 5.4.1 the dCGK recommends that<br />
age limits be determined for members of the Supervisory<br />
board. <strong>Muehlhan</strong> aG view such a determination as a limitation<br />
on the right of the shareholders to select the members<br />
of the Supervisory board in a self-determined manner and<br />
on the basis of the knowledge, abilities and technical skills<br />
required. <strong>Muehlhan</strong> aG’s articles of incorporation therefore<br />
include no such age limit.<br />
accordingly, and notwithstanding the corresponding<br />
recommendation by the German Corporate Governance<br />
Code in Section 5.1.2, <strong>Muehlhan</strong> sets no age limit for<br />
members of the Executive board, because this would<br />
place a blanket limitation on the Supervisory board<br />
with respect to its selection of suitable members of the<br />
Executive board.<br />
Hamburg, 27 March 2008<br />
for the Supervisory board<br />
dr Wulf-dieter H. Greverath<br />
for the Executive board<br />
dr andreas C. Krüger<br />
11
12<br />
Strategy<br />
Our goal remains: We want to be ahead of the competition.<br />
We are aiming for the position as the world’s leading service<br />
provider for marine surface protection. In doing so, we are<br />
concentrating on our core strengths: The application and<br />
restoration of corrosion-prevention coatings on steel structures.<br />
Along the way, we have already been able to work our way into<br />
the group of the top 5 in our market in recent years.<br />
Whoever wants to be right at the front must be able to react<br />
with flexibility and a clear view of the requirements of the<br />
markets. When in doubt, processes are to be changed and<br />
structures are to be adjusted. in <strong>2007</strong>, <strong>Muehlhan</strong> did everything<br />
necessary in order to keep the company on its future<br />
course: based on the operational events, we reviewed the<br />
organizational processes and then established new structures.<br />
today, the Group is invigorated and can attend to<br />
the fragmented market for surface protection even more<br />
effectively.<br />
Economic point of reference is<br />
“profitable growth”<br />
in addition to the market objectives, we orient our actions<br />
to solid commercial key figures: We will go down the path<br />
of growth not at any price, but with a focus on the parameters<br />
of profitability and healthy cash flow.<br />
our economic objective is “profitable growth”. in this manner,<br />
we want to establish our Group as a globally present<br />
and networked company that can support its customers<br />
at all relevant marine locations comprehensively. in order<br />
to achieve this objective, we make use of three strategic<br />
levers:<br />
1. Growth from the core business:<br />
Development out of the core markets and regions<br />
on the basis of our overall strategy, on the basis of<br />
general strategic competitive advantages, and taking into<br />
account the opportunities that the markets offer to us,<br />
we increasingly strengthen our business from the markets,<br />
because even though our market is global, the<br />
laws according to which it functions are regional. our<br />
branch offices know their customers and link us to them.<br />
Short communications channels enable speed in the<br />
decision-making and coordination processes. as such,<br />
we remain close to the customer and close to the project.<br />
our focus on the core markets ensures that we concentrate<br />
and use our strength where the potential and development<br />
opportunities are the greatest.<br />
in Ship Newbuilding, we can build on long-term customer<br />
relationships. Having been included in the production<br />
processes as a partner over the long-term, our company<br />
will benefit from our customers’ good backlog of orders.<br />
their full order books through the next decade ensure a<br />
high degree of transparency with regard to our expected<br />
activities. We want to further increase our sales by intensifying<br />
the existing collaborations. in addition, we will acquire<br />
more newbuilding shipyards as customers, particularly in<br />
the growing newbuilding market China, and thus participate<br />
in the high sales growth rates for shipyards there.<br />
Each ship that is currently under way as a newbuilding<br />
on the world’s oceans represents potential business in<br />
the field of Ship Repair after its fourth year of service.<br />
<strong>Muehlhan</strong>’s reputation as an exacting surface protection<br />
company is excellent, especially for the overhaul of fundamental<br />
ship parts such as water ballast and cargo tanks.<br />
We will use our good reputation and our excellent knowhow<br />
in this field in order to further expand our successful<br />
work at European repair shipyards and in the Middle
ManageMent divisions share Group ManaGeMent report Group Consolidated FinanCial stateMents<br />
East. in addition, in the future we will increasingly serve the<br />
markets in asia with our presence there, and China and<br />
Southeast asia in particular.<br />
the <strong>Muehlhan</strong> Group has already worked for the offshore<br />
industry for a long time. this includes more than a<br />
decade of work at shipyards in the far East, as well as<br />
maintenance work on platforms on the open ocean, for<br />
example in the Gulf of Mexico or in the North Sea. the<br />
Oil & Gas Offshore industry benefited from rising crude<br />
oil and energy prices, but is also under great maintenance<br />
and repair pressure at the same time. in the past few years,<br />
<strong>Muehlhan</strong> has built up a great deal of know-how, and also<br />
fulfilled all customer expectations even under adverse<br />
weather and working conditions. in the coming years, we<br />
want to expand this business unit through targeted sales<br />
activities for existing customers and new customers to a<br />
size that is comparable with our other business divisions.<br />
With its multi-faceted range of services for a number of<br />
submarkets, the Industry Services business division offers<br />
great opportunities with low dependency on regions<br />
or customers. our subsidiary companies evaluate the respective<br />
market opportunities and operate with services<br />
that are aligned with the regional and segmental characteristics<br />
of the different industries and countries. as such,<br />
we are active in the petrochemical industry in the Middle<br />
East, and in Germany our scaffolding supports more than<br />
just the marine business divisions with access technology.<br />
out of denmark, our company is part of the energy revolution<br />
and coats tower segments for well-known wind turbine<br />
manufacturers.<br />
With the strong existing locations, we will attend to these<br />
business divisions regionally and selectively. in doing so,<br />
we will concentrate on large, demanding projects. With<br />
advanced and innovative individual solutions, we will<br />
increase customer benefits and simultaneously increase<br />
the profitability of our activities in doing so.<br />
2. Top operational performance: Competitive advantage<br />
through quality and technology leadership<br />
our customers are convinced that we have safe work<br />
procedures, that we work economically, and that we<br />
act to protect resources when performing contract work.<br />
for large corporations in particular, quality and the fields<br />
of safety, health and environment (QSHE) long ago<br />
became key criteria for the award of contracts.<br />
for large projects, timely delivery is a mandatory requirement<br />
for commercial success. <strong>Muehlhan</strong> is known for its<br />
reliability, even under the most adverse conditions. our<br />
well-trained employees are highly motivated and proud to<br />
perform professional work in order fulfill the greatest customer<br />
demands. Education and training are an essential<br />
part of business management.<br />
the conditions for the penetration of our markets are<br />
supported on the side of know-how through processes,<br />
technologies and highly modern machinery. <strong>Muehlhan</strong> is<br />
constantly on the search for better solution options that<br />
can solve varying customer demands. patent protection<br />
for our own developments, or barriers to entry as a result<br />
of high levels of investment provide limited opportunities<br />
for the build up of corresponding power in the compe titive<br />
environment in all of the fields in which we provide<br />
services.<br />
3. Targeted acquisition: Only those who fit in<br />
with us become part of the <strong>Muehlhan</strong> Group<br />
Even in the past, the <strong>Muehlhan</strong> Group grew by strengthening<br />
itself by taking over other market participants: in the<br />
future as well, we want to gain strength where it is strategically<br />
and geographically advantageous for <strong>Muehlhan</strong>,<br />
and where an acquisition can accelerate the development<br />
of new markets through existing customer relationships,<br />
know-how, patents or certifications. for each acquisition,<br />
we review the potential access companies using solid<br />
commercial standards.<br />
13
Build up strength<br />
where the potential<br />
is the greatest ...<br />
14
One is successful not primarily as a result<br />
of size, but as a result of profitability.<br />
We are increasing that now by concentrating<br />
more on the markets with the greatest<br />
development opportunities. Regionally,<br />
they are Europe, Southeast Asia / China and<br />
the Middle East. We follow demand in our<br />
business divisions as well. In doing so,<br />
we also make sure that the prospects for<br />
follow-up business are good. We have<br />
reviewed the global markets for their<br />
opportunities for our business.<br />
Based on this experience, we enter<br />
new markets cautiously and selectively.<br />
We strive for market penetration where<br />
we have already set a course.<br />
… in our core markets<br />
15
16<br />
From the<br />
business divisions<br />
<strong>Muehlhan</strong> serves the international markets for surface protection<br />
with the four business divisions Ship Newbuilding, Ship Repair,<br />
Oil & Gas Offshore and Industry Services. Based on a long history,<br />
the marine markets are the primary focus when doing so. In recent<br />
times we have been increasingly moving our core competencies<br />
into new fields. One is surface protection for wind turbines. Also, the<br />
service sector is gaining increasing importance. All in all, our Group<br />
is extremely well-positioned: We can adapt to market developments<br />
in a very flexible manner with a well-coordinated range of services.<br />
ship newbuilding<br />
Initial coatings for ship surfaces<br />
Surface coatings for ships has been <strong>Muehlhan</strong>’s core<br />
competence for many decades. When it comes to coatings<br />
for ship newbuilding, we take on the entire project<br />
for our customers – from planning to management and<br />
implementation through quality management. <strong>Muehlhan</strong><br />
provides everything from a single source.<br />
We are integrated into the work processes and value<br />
added chains of our customers at the respective shipyard<br />
locations. during the periods of construction of from<br />
one half year to one year, our blasters prepare the ship<br />
segments for their coating. the protective coating<br />
system is subsequently applied, and then we release<br />
the ships of our customers onto the oceans. a service life<br />
of 30 years for the ships is not a problem with high-<br />
quality surface protection.<br />
increasing sea transport rates and high demand for<br />
specialty ships are the cause of the current strong<br />
newbuilding rates. We also do not anticipate a change<br />
in this trend in the coming years. <strong>Muehlhan</strong> will greatly<br />
benefit from this development in the future.<br />
With regard to the coating work, <strong>Muehlhan</strong> focuses on<br />
the rather demanding responsibilities in this business<br />
division: this includes surface protection for water ballast<br />
tanks. Water ballast tanks provide the required sta bility<br />
for a ship with different cargoes. to coat them requires<br />
special equipment, high quality standards and special<br />
experience.
Continued and consistently good business<br />
performance expected<br />
during the past year, the Ship Newbuilding business division<br />
provided a strong contribution to sales, primarily<br />
through our German and European subsidiary companies.<br />
We see very good opportunities for development throughout<br />
the Group in the coming years, both for Europe and for<br />
asia. Since the middle of <strong>2007</strong>, <strong>Muehlhan</strong> has been represented<br />
by a subsidiary company in what is anticipated to<br />
be a large market in the future: China.<br />
in addition to the ship market controlled by cargo and<br />
commodities, great importance will be attached to the<br />
construction of luxury yachts: Even today, the capacities<br />
of our shipyard customers in this specialty segment are<br />
booked up for the next five to six years.<br />
<strong>Muehlhan</strong> anticipates good opportunities to consolidate<br />
and expand its share of the newbuilding market at<br />
a high level.<br />
ship repair<br />
ManaGeMent divisions share Group ManaGeMent report Group Consolidated FinanCial stateMents<br />
Segment benefits from the<br />
newbuilding boom of recent years<br />
the newbuilding activity of today is also the repair business<br />
of the future. a ship plies the world’s oceans for nearly<br />
three decades. after the fourth year, a regular repair<br />
and maintenance cycle commences which represents a<br />
demand for inspection and renovation every ten years<br />
for water ballast tanks and every three to five years for<br />
underwater surfaces. We evaluate this demand using<br />
professional resources, and through our international<br />
subsidiary companies we implement the necessary measures<br />
in a manner such that we provide rapid, optimal<br />
service to customers along shipping and transport routes.<br />
through appropriate planning in advance, and speed in<br />
the maintenance and coating work, we ensure that negative<br />
effects on the regular use of a ship will be minimised<br />
to the greatest possible extent. all activities are performed<br />
in strict compliance with the internationally-binding guidelines.<br />
for this purpose we train our employees throughout<br />
the Group to be coating inspectors through Germanischer<br />
lloyd, and have them certified.<br />
Future significance of the strategically important<br />
repair markets in the Middle East and in Asia<br />
today, far many more ships are starting their life cycles as<br />
newbuildings than are being broken up. the market data<br />
have shown this relationship for years. accordingly, the<br />
ship repair market has grown very strongly in the last few<br />
years.<br />
<strong>Muehlhan</strong> was also able to participate in the general increase<br />
in demand in the ship repair market. Currently, there<br />
are clear indications that this trend will continue the coming<br />
years. Even if there is an intermediate-term weakness in<br />
the capacities of our newbuilding customers, business for<br />
surfacing services will still be tremendous for decades in<br />
the field of maintenance and repair.<br />
17
18<br />
oil & gas oFFshore<br />
New growth in the offshore field<br />
by the 1970’s, the <strong>Muehlhan</strong> Group had already transferred<br />
its experience from surface protection for ships to oil<br />
drilling and production platforms for the first time. in the<br />
meantime, we have become active in the field not only in<br />
the Gulf of Mexico and in asia, but also in the northern<br />
North Sea, the region with the most challenging environmental<br />
conditions in the entire oil & Gas offshore business.<br />
the customers for whom we work are among the<br />
most demanding in this market. formidable safety regulations<br />
and quality specifications allow only a few providers<br />
of services in the field of surface protection on platforms.<br />
<strong>Muehlhan</strong> is one of them.<br />
We are developing the offshore business division with our<br />
Group’s proven strengths: our know-how and the high<br />
level of training for our employees fulfill the requirements of<br />
our customers for productivity, safety, quality and environmental<br />
protection to the highest degree. at the same time,<br />
we are fitting into the smooth production operation without<br />
problems, and are making their unimpeded progress possible.<br />
Sales increase with the potential for the future<br />
if the sales trend develops positively, the oil & Gas division<br />
will also become a stable and lucrative pillar of our<br />
business activities. the rising world demand for energy –<br />
driven in no small part by strongly growing players like in-<br />
dia or China – requires increased investments by the oil<br />
companies in their production facilities. this increases the<br />
demand for high-quality surface protection services that<br />
will be required in the future, and in the global context:<br />
a service provider that operates around the world in a<br />
reliable manner, with identical services of quality that are<br />
always consistent.<br />
<strong>Muehlhan</strong> is currently reviewing the ways in which the<br />
Group’s global corporate network can be expanded for<br />
a high quality service offering in the oil & Gas offshore<br />
field that is comparable throughout the Group. at the same<br />
time, existing customer relationships, including those in the<br />
North Sea, are to be continuously expanded in the next<br />
few years. the specific target for 2008 is to double the<br />
number of man-hours, and to lead the business division<br />
into profitability.<br />
industry services<br />
Strong sales growth in industrial market segments<br />
With its specialty solutions, our industry division meets<br />
customer requirements that are quite varied and often very<br />
individualised. the services are performed in association<br />
with the marine division, but also away from the water. as<br />
such, we have since come to be among the top providers of<br />
coatings for wind turbine tower parts, provide for optimum<br />
surface protection for chemical and petrochemical and<br />
tank and production equipment, and coat steel specialty
ManaGeMent divisions share Group ManaGeMent report Group Consolidated FinanCial stateMents<br />
structures such as bridges, cranes and large machinery.<br />
our Group’s own scaffolding ensures the fastest possible<br />
access technology both in the construction of facades and<br />
stands, and at shipyards.<br />
a high degree of flexibility and the ability to offer customers<br />
tailored solutions ensures <strong>Muehlhan</strong> an excellent position<br />
in this diversified market segment.<br />
Increasing importance due to growing submarkets<br />
<strong>Muehlhan</strong> also seeks to profit primarily from the developments<br />
in the field of wind energy in the future. the<br />
wind energy market accommodates well the climate<br />
and energy policies of governments of leading industrial<br />
nations, which are currently shifting seriously. accordingly,<br />
we expect significant growth rates and increasing<br />
market share for our danish subsidiary, which is opera<br />
ting from Scandinavia as a partner of international<br />
size for the wind energy industry.<br />
the industry business is also at the threshold of profitability<br />
at other locations as well: our subsidiary company<br />
in Qatar reached break-even for the first time with<br />
contracts for petrochemical facilities at the world’s largest<br />
industrial construction site in ras laffan. likewise in the<br />
Middle East region, our company will also have sales from<br />
our newcomers procon Emirates llC for the first time<br />
in 2008 in a sub-segment of surface protection, the application<br />
of fire-protective coating systems.<br />
finally, <strong>Muehlhan</strong> Scaffolding provided a notable contribution<br />
to the industry division – in no small part as a result of<br />
stronger demand from our marine customers for encasement<br />
and access technology.<br />
19
Develop our<br />
business from the<br />
local sites …<br />
20
The marine markets are interconnected<br />
around the world. Ostensibly. At second<br />
glance, they are the result of a system<br />
that is quite regionalized. The business<br />
grows out of the local sites. Even our<br />
existing partner companies, small and<br />
large, make decisions and take action<br />
purely at the local level. We adapt to this<br />
by developing our business from stable<br />
branch offices using local strategies.<br />
Using short communications channels<br />
from the local sites to Hamburg and back,<br />
we accelerate the necessary coordination<br />
and decision-making processes, and with<br />
controlling throughout the Group, we<br />
ensure profitability. In the future, we will<br />
develop our business even more from<br />
the markets – close to the customers<br />
and directly at the project.<br />
... with local strategies<br />
21
22<br />
Our Share<br />
Turbulent market price trend after the turn of the year.<br />
Corresponding to the trend for business, <strong>2007</strong> turned out to be quite<br />
variable for the market price of <strong>Muehlhan</strong> shares as well. The good<br />
market price performance for <strong>Muehlhan</strong> shares as of the end of 2006<br />
initially continued into the 1st quarter of <strong>2007</strong>. As early as the beginning<br />
of January, the market price broke through the EUR 7.00 mark for the first<br />
time: It was able to advance decidedly in the next month as well with<br />
regard to trading volume. However, this trend was supported only in<br />
part by the company’s fundamentals: Momentum based on rising demand<br />
and increasing attention to <strong>Muehlhan</strong> <strong>AG</strong>, even in the print and internet<br />
media, initially provided an extra boost the market price as well as<br />
expectations for corporate earnings in 2006. The all-time high of EUR 9.70<br />
at the end of February was followed by a market price correction to<br />
below EUR 5.00 after the publication of the preliminary results for 2006.<br />
because earnings as of the 1st quarter of <strong>2007</strong> and the<br />
first six months were still unable to show any definitive<br />
improvement in <strong>Muehlhan</strong> aG’s performance in various<br />
regions and sub-markets, this trend continued through<br />
market prices below the Eur 4.00 mark. a drawback for<br />
the shares was noticeable both prior to the publication of<br />
the Q3 report and the preliminary figures for <strong>2007</strong>.<br />
price development<br />
in %<br />
7<br />
6<br />
5<br />
4<br />
3<br />
<strong>Muehlhan</strong> aG<br />
March May July Sept. Nov. Jan.<br />
the share still showed no recovery trend even at the beginning<br />
of the year. However, we assume that these negative<br />
expectations will reverse again with evidence of improved<br />
earnings in 2008.<br />
all in all, during the period from 1 January <strong>2007</strong> through the<br />
end of the year, scarcely 16 million shares of the company<br />
traded.<br />
<strong>Muehlhan</strong> maintains regular and intensive<br />
contact with institutional investors<br />
<strong>Muehlhan</strong> fosters regular contact with its investors, and<br />
with institutional investors in particular. Even in the critical<br />
operational phases, the Executive board responded to the<br />
questions of analysts and investors by providing reports<br />
about the company and the prospects in roadshows and<br />
in conference calls. in the meantime, <strong>Muehlhan</strong> has regular<br />
investors that include investors from all over Europe,<br />
in addition to the well known German fund companies.<br />
the institutional investors make up the bulk of the nearly<br />
42% of free float.
ManaGeMent divisions share Group ManaGeMent report Group Consolidated FinanCial stateMents<br />
Coverage by analysts expanded<br />
Since the ipo in october of 2006, <strong>Muehlhan</strong> shares have<br />
been followed by West lb. an additional bank, berenberg<br />
bank, joined in at the end of the 1st quarter of <strong>2007</strong>. With<br />
the analysts from both institutions, the company, business<br />
development and prospects were discussed regularly<br />
and in detail during the past fiscal year. in their reports,<br />
both banks come to the conclusion that the <strong>Muehlhan</strong><br />
shares are undervalued, and indicate significantly higher<br />
price targets. in addition to initial studies, both banks<br />
create updates on a regular basis and make them<br />
available to their own sales forces for internal use, as is<br />
customary in this context.<br />
in the future, <strong>Muehlhan</strong> aG will expand the information<br />
it offers to its investors and interested parties by means<br />
of an additional research offering: in addition to the<br />
banks already mentioned, the renowned analyst institution<br />
SES research GmbH will provide coverage of<br />
<strong>Muehlhan</strong> that is generally accessible, above all.<br />
Capital market communications further<br />
improved qualitatively and quantitatively<br />
for <strong>Muehlhan</strong> aG, the beginning of the <strong>2007</strong> fiscal year was<br />
accompanied by the start of important changes in communications<br />
with the capital market. Since May, the company<br />
has met the growing demands for the type, scope and format<br />
of information that is relevant to the market with the<br />
introduction of international accounting in accordance with<br />
ifrS (international financial reporting Standards). at the<br />
time, a semi-annual report was published for the first time<br />
in the middle of <strong>2007</strong>. Since the 3rd quarter, <strong>Muehlhan</strong> also<br />
exceeds the requirements of Entry Standard, and reports<br />
on a quarterly basis regarding business development for<br />
the Group.<br />
at the end of the fiscal year, <strong>Muehlhan</strong> introduced a new internet<br />
presence online at www.muehlhan.com. Since then,<br />
investors and other users can access comprehensive and<br />
timely information about the company at a compact and<br />
clear site. all of the website is offered in German and English<br />
and will be updated continuously.<br />
shareholder structure as<br />
of 31 december <strong>2007</strong><br />
portion<br />
in %<br />
portion<br />
in shares<br />
GiVE Maritime & industrial<br />
Services GmbH<br />
Greverath investment<br />
10.33 2,014,000<br />
Verwaltungs- und Erhaltungs-Gbr 23.85 4,650,000<br />
SGCE investments i S.a.r.l 21.19 4,133,000<br />
Management 2.12 413,000<br />
dr andreas C. Krüger 2.07 403,000<br />
Carsten Ennemann 0.05 10,000<br />
free float 42.51 8,290,000<br />
100.00 19,500,000<br />
free float<br />
43%<br />
Management<br />
2%<br />
Key figures for the shares:<br />
Nominal value (arithmetic)<br />
GiVE Maritime &<br />
industrial Services GmbH<br />
10%<br />
GiVE Gbr<br />
SGCE<br />
investments i S.a.r.l.<br />
21%<br />
bearer shares with<br />
no par value<br />
Number of shares issued 19,500,000<br />
initial listing 26 october 2006<br />
issue price Eur 5.80<br />
Highest price (Xetra) <strong>2007</strong> Eur 9.60<br />
lowest price (Xetra) <strong>2007</strong> Eur 3.00<br />
designated Sponsor Westlb aG, düsseldorf<br />
Market capitalization<br />
as of 31 december <strong>2007</strong> Eur 67,665,000<br />
24%<br />
23
Win customers<br />
with our operational<br />
strengths ...<br />
24
In our industry segments, a technological<br />
advantage over the competition is very<br />
helpful, but not critical. Safe processes and<br />
high-quality results are what win over our<br />
customers. Size is also important, because<br />
our customers associate strength and<br />
contractual security with it. When we<br />
provide safety and quality, we are also<br />
efficient, and efficiency is a big step<br />
towards profitability – provided the numbers<br />
add up properly. In order to achieve this,<br />
at last we carefully illuminated our<br />
procedures and mapped out controlling<br />
throughout the Group – technically via<br />
corresponding quality assurance, commercially<br />
and strategically via corresponding<br />
risk management. Now we are moving<br />
forward at a steadfast pace.<br />
... of safety and quality<br />
25
26<br />
Group<br />
Management <strong>Report</strong><br />
positioning and strategy<br />
Services in the surface<br />
protection field on three continents<br />
<strong>Muehlhan</strong> aG (MyaG) is the holding company for a total<br />
of 36 subsidiary and sub-subsidiary companies in Europe,<br />
the uSa and asia. of those, 33 companies are currently<br />
consolidated. the Group has a global presence as one<br />
of the leading providers of services in the field of surface<br />
protection for steel constructions. business activities<br />
include work on ships as well as offshore facilities and<br />
industrial facilities.<br />
in the <strong>2007</strong> fiscal year, the Group had total revenues<br />
of Eur 196.1 million. it was therefore just above the<br />
level from the previous year (2006: Eur 184.4 million)<br />
by 6.3%. our Group had Ebt of Eur 1.1 million in <strong>2007</strong><br />
(previous year: Eur 6.3 million). Consolidated net profit<br />
before minority interests was Eur 0.5 million (previous<br />
year: Eur 3.9 million), and after minority interests<br />
Eur -0.1 million (previous year: Eur 3.6 million). the<br />
<strong>Muehlhan</strong> Group had an average of 2,396 employees<br />
in <strong>2007</strong> compared to 2,318 employees in the 2006 fiscal<br />
year.<br />
<strong>Muehlhan</strong> aG itself performs strategic management tasks<br />
for the Group (Company strategy and business development,<br />
marketing, internal audits, financing and controlling,<br />
investor relations, and research & development) and provides<br />
centralized service functions for the various subsidiary<br />
companies (accounting, it and personnel).<br />
Four business divisions<br />
determine the operative activities<br />
in addition to pure surface protection work – divided primarily<br />
into the “marine” and “industrial” segment – in the Ship<br />
Newbuilding, Ship repair, oil & Gas offshore and industry<br />
Services segments, the Group provides services in the<br />
related business segments steel construction and access<br />
technology.<br />
the Ship Newbuilding division still occupies a significant<br />
portion of our efforts. as an essential part of the production<br />
process of our customers, we have been integrated<br />
at many shipyards for years. our work includes surface<br />
protection in the Ship Newbuilding segment, in particu-<br />
lar for new construction of container ships, oil, gas and<br />
product tankers, cruise ships, other merchant ships and<br />
naval vessels.<br />
in the Ship Repair division, the <strong>Muehlhan</strong> Group provides<br />
services in the field of maintenance and renewal of surface<br />
coatings for ships. the range of offerings extends from<br />
short-term repair work on the outer hulls of the ships to<br />
elaborate renovation of water ballast and cargo tanks.<br />
in this business segment, our clients are ship owners and<br />
repair shipyards that do not themselves perform maintenance<br />
on and renewal of surface protection, or only do so<br />
to a limited extent.<br />
in the Oil & Gas Offshore division, the <strong>Muehlhan</strong> Group<br />
offers its services both for new construction as well<br />
as for the repair and maintenance of offshore facilities.<br />
offshore installations include all stationary and floating<br />
drilling, treatment and production facilities. our customers<br />
are exploration and oil and gas production companies, as<br />
well as newbuilding and repair yards.<br />
the Industry Services division includes surface protection<br />
for steel structures outside the marine segment, in<br />
particular for steel hydraulic structures, refineries, chemical<br />
and petrochemical production and tank facilities, wind<br />
turbines, steel bridges and cranes. at the same time, this<br />
business division deals with all related business segment<br />
services, such as the provision of scaffolding and access<br />
technologies in the Ship Newbuilding business and Ship<br />
repair business, and even steel construction work for our<br />
maritime customers. the industry Services segment provides<br />
services to third parties, both directly and indirectly,<br />
through the other business divisions.<br />
Goal and strategy: Become established as a<br />
market leader in the intermediate term with<br />
profitable growth<br />
our goal is profitable growth, with which we will grow to<br />
become the market leader in our segment within the next<br />
few years. our strengths benefit us in this manner: in a<br />
fragmented competitive environment we are an ideal business<br />
partner and collaboration partner for large customers<br />
with our technical know-how, our high quality standards<br />
and our virtually global presence.
ManaGeMent divisions share group ManageMent report Group Consolidated FinanCial stateMents<br />
in our markets, we focus our activities on the key growth<br />
regions for Ship Newbuilding and Ship repair. they are<br />
the regions of Europe as well as asia in particular. We are<br />
established in the markets there with our own locations<br />
and can earn steady income in our core business. We also<br />
have a presence in the united States.<br />
Management and control performed<br />
on the basis of proven principles<br />
the Executive board and Supervisory board are in regular<br />
contact regarding the operations of the Group that are<br />
relevant strategically and economically. the two executive<br />
bodies cooperate closely, and even engage in discussions<br />
outside of the scheduled meetings.<br />
the Group is managed from by the holding company in<br />
Hamburg, and executive management is in close contact<br />
with the subsidiaries. after the dissolution of the continental<br />
management system during the past year (see comments<br />
below), this contact has once again become more<br />
immediate and direct.<br />
The responsibilities of the<br />
Executive Board were reassigned<br />
during the past year, the Executive board reorganized responsibilities<br />
within the executive body. instead of responsibility<br />
for specific regions and business segments, purely<br />
functional responsibility was approved. accordingly, the<br />
chairman of the Executive board dr andreas C. Krüger is<br />
responsible for the Strategy, Marketing and Sales divisions,<br />
bernd Janssen for the operations, Materials administration<br />
and technical audits divisions, and the Chief financial<br />
officer Carsten Ennemann for the finance, Controlling,<br />
investor relations, legal, personnel und financial audit<br />
departments.<br />
Research and development: Foundation for the<br />
maintenance of our technological lead<br />
We handle research and development for the entire Group<br />
at the Hamburg location. the department employs one<br />
scientist and five technicians who continue to develop the<br />
technologies and devices used by the Group. as a result,<br />
the Group has always been able to gain a technological<br />
lead with respect to competitors in the past, and thus make<br />
a significant contribution to the success of the Group.<br />
Existing branch offices<br />
domestically, we do not maintain any legally independent<br />
branch offices apart from our subsidiary companies.<br />
abroad, our Greek subsidiary company <strong>Muehlhan</strong> Hellas<br />
Sa, athens, maintains an independent branch office in<br />
istanbul, turkey.<br />
general conditions and<br />
business perForMance<br />
DEVELOPMENTS IN THE<br />
BUSINESS ENVIRONMENT<br />
Global economic situation<br />
continues to be favourable<br />
the world economy continued to expand during the course<br />
of the fiscal year. However, growth weakened slightly in<br />
comparison to 2006. thus, the current estimates for real<br />
growth in gross domestic product (Gdp) for the year <strong>2007</strong><br />
for all major economic areas are slightly less than the<br />
growth rates of the previous year. the asian countries,<br />
in particular China and india, and the countries of<br />
latin america are still experiencing economic growth far<br />
greater than average, in accordance with the forecasts.<br />
in the united States, growth of 1.9% fell well short of the<br />
previous year’s figure (2.9%) With a growth rate of 2.6%,<br />
Germany was at the level of the Euro area (2.6%), but<br />
less than the previous year’s figure of 2.9%.<br />
Market for marine surface protection continues<br />
to be characterized by positive developments<br />
the business of marine surface protection is currently affected<br />
by two global trends: the first is the disproportionate<br />
increase in global trade over the past seven years, and with<br />
China in particular. a boom in Ship Newbuilding is associated<br />
with it. in most cases, new construction capacities<br />
are already fully booked through 2012. because of steel<br />
surface maintenance work that typically occurs at intervals<br />
(10 years for a ship’s interior, 5 years for the external areas),<br />
the industry benefits from new each ship completed as<br />
a result of prospective maintenance work.<br />
27
28<br />
the second: Energy commodity costs are also increasing<br />
with growing world energy demand. that makes it<br />
appealing for the operators of exploration and production<br />
facilities to extend operational lives and to delay scheduled<br />
maintenance work as much as possible when doing so. in<br />
recent times, this has resulted in a significant maintenance<br />
shortfall. the awareness of the requirement for these<br />
maintenance measures, which was not very pronounced<br />
in the past, has finally been aroused in the recent past as<br />
a result of serious damage to oil pipelines, tankers and<br />
exploration and production facilities. as a result of the<br />
negative image in the public caused by the damage, and<br />
as a result of increased environmental requirements, oil<br />
companies are finding themselves disposed to perform<br />
many billions of Euros worth of maintenance work in<br />
the coming years.<br />
Group of providers for marine<br />
surface protection still heavily fragmented<br />
around the world, a large number of small and mediumsized<br />
providers in the field of marine surface protection are<br />
confronted with this strongly increasing demand-driven<br />
market. at the same time, only eight providers around the<br />
world are of a size comparable to our Group. We assume<br />
that, due to the worldwide reputation of our trademark “µ”<br />
and the high level of quality, we will be the market leader<br />
in mid- to long-term perspectives as a result of market<br />
consolidation and the acquisition of competitors.<br />
business developMent<br />
Despite revenue growth, rather<br />
moderate earnings’ development<br />
<strong>Muehlhan</strong> Group’s development is driven primarily by the<br />
development of our subsidiary companies. their business<br />
is in turn strongly affected by their backlog of orders and<br />
by the profit situation of our customers. this was an<br />
important reason why, in the previous year, we can still<br />
look back on a result that is nearly break-even despite a<br />
series of economic challenges.<br />
Sales of EUR 196.1 million<br />
in the prior fiscal year, the Group had sales totalling<br />
Eur 196.1 million. Compared to the previous year’s sales<br />
of Eur 184.4, this represents an increase of 6.3%.<br />
in the Ship Newbuilding division, we enjoyed good order<br />
volume in Europe. our customers are working at high<br />
capacity utilization and currently have full order books<br />
partially through 2012. all in all, the new construction<br />
segment was nevertheless affected by the withdrawal<br />
from some shipyards in Norway and missing follow-up<br />
contracts of our american customers. overall <strong>Muehlhan</strong><br />
achieved sales in this segment of Eur 65.7 million, falling<br />
short by Eur 5.8 million compared to last year’s figure.<br />
in the Ship repairs division, <strong>Muehlhan</strong> benefited from the<br />
start of a growth trend that might last for a long time as a<br />
result of the high level of Ship Newbuilding work in the past<br />
years and coming years. in this field, the Group was able<br />
to register growth of 20.8% with sales of Eur 45.1 million<br />
(previous year: Eur 37.3 million).<br />
in the offshore oil & Gas business division, sales fell<br />
with Eur 13.6 million short of the previous year’s sales<br />
(Eur 17.6 million) by 22.5%, despite the extension of the<br />
business to the northern North Sea. We were not able<br />
to compensate for the decline in uS business in the Gulf<br />
of Mexico with the new business in Europe. the reason<br />
for the significant decline was the – from our perspective –<br />
illegal poaching of customers and employees by a former<br />
chief executive officer.<br />
the industry Services business segment turned out quite<br />
well. as a result of the broad diversification of our service<br />
offerings, we were able to expand the division into a<br />
strong sales contributor. Sales for the reporting period<br />
were Eur 71.5 million, and thus a good 24.3% greater<br />
than the same period last year (2006: Eur 57.5 million).<br />
Earnings of EUR 2.9 million EBIT<br />
as a result of the unplanned burdens for the earnings in<br />
the uSa and in Norway, and the partially delayed starts of<br />
projects in the Middle East and in Great britain, earnings in<br />
particular remained significantly below expectations: Ebit<br />
was Eur 2.9 million and was therefore Eur 5.2 million<br />
less than the previous year (Eur 8.1 million).
ManaGeMent divisions share group ManageMent report Group Consolidated FinanCial stateMents<br />
our uS subsidiary company <strong>Muehlhan</strong> Marine inc. (MMi)<br />
Houston, texas, was not able to make use of anything<br />
even close to its production capacity, and had to reduce it<br />
by cutting jobs to a considerable extent (contribution<br />
margin: Eur -3.0 million). furthermore, there were<br />
project difficulties for Certified Coatings Company (CCC)<br />
on a bridge renovation contract in the uSa (contribution<br />
margin: Eur -2.9 million); the success of this project was<br />
negatively affected to a considerable extent as a result of<br />
– in our view – deliberately false information in the context<br />
of a corporate takeover. in addition, we experienced<br />
significant competition for customers and employees<br />
from a former managing director at our uS subsidiary<br />
company Meaux, which is active in the offshore business.<br />
the burden on Group earnings as a result of the uS<br />
activities was a total of Eur 7.3 million in Ebit for the fiscal<br />
year. in the previous year, the uSa was still able to make<br />
a positive contribution of Eur 1.9 million.<br />
in the North Sea business, a retroactive reduction in contract<br />
volume as well as a month-long delay in the commencement<br />
of a project for maintenance work on oil<br />
platforms for an international oil company, led to a shortfall<br />
in the recovery of full costs for our offshore subsidiary<br />
<strong>Muehlhan</strong> Surface protection ltd., aberdeen, Great britain<br />
(MGb). We had to abandon contracts involving a loss in<br />
our Norwegian subsidiary company <strong>Muehlhan</strong> Norge aS<br />
(MNo). Contributions from both companies added up to<br />
Eur -1.9 million (previous year: Eur -2.5 million).<br />
a marked currency exchange rate increase of the Euro<br />
also put pressure on earnings (Eur -2.1 million).<br />
the write-off with respect to our Chinese subsidiary company<br />
MCN by the seller, a company affiliated with our chairman<br />
of the Supervisory board dr Wulf-dieter H. Greverath,<br />
led to an improvement in earnings of Eur 2.0 million. the<br />
write-off became necessary due to the general regulatory<br />
conditions in the Chinese legal environment.<br />
results oF priMary and<br />
secondary reporting (overview)<br />
in kEur<br />
External sales<br />
revenue EBIT *<br />
<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />
Europe 156,843 131,132 14,004 11,234<br />
america 26,730 44,753 -7,280 2,127<br />
asia 12,399 8,152 1,952 -840<br />
Central division /<br />
consolidation 120 352 -5,815 -4,417<br />
Total 196,092 184,389 2,861 8,104<br />
* profit from operations<br />
rounding differences may occur.<br />
in kEur<br />
External sales<br />
revenue EBIT *<br />
<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />
Ship Newbuilding 65,710 71,564 2,561 3,247<br />
Ship repair 45,086 37,334 6,695 4,250<br />
oil & Gas offshore 13,647 17,616 -2,605 1,868<br />
industry Services /<br />
others 71,529 57,522 2,025 3,156<br />
Central division /<br />
consolidation 120 352 -5,815 -4,417<br />
Total 196,092 184,389 2,861 8,104<br />
* profit from operations<br />
rounding differences may occur.<br />
US activities have a significant negative<br />
effect on <strong>2007</strong> business development<br />
there is a lack of significant Ship Newbuilding contracts<br />
at the two shipyard locations in San diego, California, and<br />
avondale, louisiana. a series of nine large tankers was<br />
finished in <strong>2007</strong> after a total construction time of three<br />
years. New contracts for similar commercial vessels were<br />
not available. We therefore had to reduce our staffing<br />
level early in the year at both locations. in the industry<br />
sector, a major maintenance contract was put out for bids<br />
in the first half of <strong>2007</strong> and awarded to a competitor.<br />
29
30<br />
despite the rapidly initiated and implemented reorganization<br />
program, MMi contributed a loss of Eur 3.0 million<br />
to consolidated net profit.<br />
during the renovation of a portion of the Golden Gate<br />
bridge by our subsidiary company CCC, significant difficulties<br />
arose in <strong>2007</strong>, which – in our view – can be attributed<br />
primarily to intentionally false contractual information:<br />
on the one hand, the terms and conditions of the invitation<br />
to bid were incomplete with respect to a decisive point related<br />
to the scope of services. on the other hand, based<br />
on today’s knowledge, we are convinced that the seller and<br />
subsequent managing director of the company knowingly<br />
withheld essential information from us. We are currently<br />
engaged in a legal proceeding in the case with two opponents:<br />
in July of <strong>2007</strong>, we sued our direct client, a joint venture<br />
between a large exchange-listed Japanese company<br />
and a medium-sized american company, for compensation<br />
for damages in the amount of uS$ 3.8 million and<br />
accounts receivable due of uS$ 2.5 million (overall uS$ 6.3<br />
million) due to incomplete bidding documentation. to date,<br />
the client has acknowledged the latter only to the extent of<br />
uS$ 1.3 million, but initially retained it while making its own<br />
claims for compensation for damages. furthermore, he is<br />
making a claim for an additional uS$ 2.0 million without<br />
further explanation of the legal grounds, for which we have<br />
created no reserves for the lack of concrete terms. to date,<br />
we have already been successful in two proceedings with<br />
regard to the determination of legal jurisdiction. We expect<br />
that the proceedings will be decided in our favour in the<br />
coming months. in addition, we are reserving the right<br />
to sue the former shareholder and managing director for<br />
compensation for damages as a result of false contractual<br />
representations to the extent to which we may be unsuccessful<br />
in the proceedings mentioned above against<br />
the first opponent, despite positive expectations. for this<br />
reason, we are currently retaining the second and final<br />
purchase price instalment of uS$ 1 million still outstanding<br />
on the purchase price resulting from the corporate<br />
ac quisition.<br />
Even though we assume that the legal dispute will be decided<br />
in our favour, we have allowed for a total of Eur 2.9<br />
million as losses for the project. together with attorneys’<br />
fees of Eur 0.2 million incurred to date, the project therefore<br />
reduces consolidated net profit by Eur 3.1 million.<br />
at our uS subsidiary company Meaux, which is active in<br />
the offshore sector, as expected there was strong competition<br />
for customers and employees, because a managing<br />
director who left at the end of 2006 had founded a competing<br />
company during his employment by Meaux. a legal<br />
proceeding is pending here due to actions in bad faith. the<br />
reduction in price resulting from the situation has caused<br />
Meaux to add a loss of Eur 0.7 million to consolidated<br />
net income. in the meantime, we were partly able to win<br />
back lost customers such that that we are confident that<br />
our competitive situation will improve significantly in the<br />
coming months.<br />
Restructuring program in the USA leads<br />
to cost savings of EUR 2.5 million in 2008<br />
as a result of the lack of sales successes and the existing<br />
overcapacity, a comprehensive restructuring program was<br />
started in June. in the course of the restructuring program,<br />
the continental management level was abolished and<br />
administrative expenses were significantly reduced. the<br />
program has since been completed and will result in cost<br />
savings of more than Eur 2.5 million starting in 2008.<br />
MMi (formerly Sipco) now has a structure whose costs<br />
are covered by existing work. if the remaining work<br />
decreases even more in the future, a closure of the<br />
entire shipyard operation would be considered. the closure<br />
costs arising as a result, however, can be estimated<br />
as being insignificant.<br />
Delays in Oil & Gas Offshore business inhibited<br />
overall business development<br />
the formation of a contract for the maintenance on three<br />
offshore platforms by our subsidiary company MGb as<br />
described under sales trends led to the inability to recover<br />
full costs. in the year 2006 we were successful in winning<br />
an international oil company as a new customer in the<br />
northern North Sea territory, which held out the prospect<br />
of a contract volume of Eur 13.0 million distributed over<br />
24 months. during the course of additional negotiations,<br />
the volume was rapidly reduced to approximately Eur 8.0<br />
million pending further notice, such that the productivity<br />
and profitability of the contract was significantly impaired,<br />
in no small part due to performance rendered in advance<br />
such as training programs, and the failure to make of use<br />
µ-jet technologies.
ManaGeMent divisions share group ManageMent report Group Consolidated FinanCial stateMents<br />
Consequently, agreements were made for 2008 and the<br />
subsequent years, which provide for the fair acceptance of<br />
additional costs, and which includes an expansion of the<br />
business activity at the same time. as such, the conditions<br />
for favourable business performance in 2008 exist.<br />
Unprofitable business rejected in Norway<br />
the Ship Newbuilding contracts at a Norwegian shipyard,<br />
which have been the source of losses since the<br />
end of 2006, were terminated by the shipyard during the<br />
first quarter of <strong>2007</strong> such that our subsidiary company<br />
<strong>Muehlhan</strong> Norge aS (MNo) lost about half of its sales in<br />
comparison to 2006. in this context, legal claims were<br />
made by the shipyard within the framework of warranty<br />
claims. on the other hand, our subsidiary company has<br />
claims of nearly the same amount for services provided<br />
in the year 2006, as well as for demobilization costs<br />
to which it is contrac tually entitled.<br />
Middle East subsidiary company MDQ<br />
breaks even in the fourth quarter<br />
in the past year, our subsidiary company <strong>Muehlhan</strong><br />
dehan Qatar W.l.l. (MdQ) was able to establish itself<br />
successfully at the world’s largest industrial construction<br />
site ras laffan, where currently several gas liquefaction<br />
facilities are being built. MdQ performs surface<br />
protection work there on tanks, pipelines and on production<br />
facilities. project delays on behalf of our customers<br />
led to idle periods, which the new founded<br />
subsidiary was not able to fill up with additional contracts.<br />
Since the commencement of other projects in<br />
November <strong>2007</strong>, we have been able to avoid downtimes<br />
through appropriate production control.<br />
despite the initial losses, we consider our entry into the<br />
market in Qatar successful. MdQ was able to establish itself<br />
in the market successfully, now has a solid customer<br />
base, and in doing so offers considerable growth potential<br />
within the approximately 80-square-kilometre industrial<br />
region being developed. in the last quarter, MdQ provided<br />
a positive contribution to the Group’s earnings for the first<br />
time. all in all, there was a loss of Eur 0.3 million during<br />
the first year of operations.<br />
Currency exchange rate fluctuations<br />
foreign currency exchange losses due to the strong<br />
Euro reduced the Group’s earnings by a total of Eur 2.1<br />
million. the major currencies in which the losses occurred<br />
at the Group level are uS$ (Eur 1.0 million), united arab<br />
Emirates dirham and Qatari rial (Eur 0.4 million), and<br />
british pounds (Eur 0.3 million). With a revised financing<br />
structure in the Group, we will be able to significantly<br />
reduce the effects of future currency exchange rate fluctuations<br />
on the income statement starting in 2008.<br />
Sustainable positive development<br />
outside of the USA<br />
the decreasing effects on sales are offset by a series<br />
of positive effects, which caused revenues of Eur 196.1<br />
million to move slightly above last year’s range, without<br />
taking into consideration the effects of consolidation<br />
(initial consolidation effect for CCC of nine months and<br />
for MCN of six months). the main effects were<br />
• continued strong growth in the<br />
European Ship Newbuilding business<br />
• increasing Ship Repair business at nearly all of<br />
our subsidiary companies in Europe<br />
• robustly growing wind turbine business,<br />
which continues to add earnings potential<br />
through the expansion of production capacity<br />
European newbuilding<br />
shipyards with strong order backlog<br />
backlogs for the European newbuilding shipyards are at<br />
their historic highs. Some capacities are booked partially<br />
through 2012. New capacities are developing, especially<br />
in southeast Europe. However, shipyard capacities are<br />
being expanded even in northern Europe, particularly in<br />
specialty shipbuilding.<br />
as a result of the many years of positive collaboration<br />
and close integration into the production processes of<br />
the shipyards, we assume that we will continue to profit<br />
from this development in the coming years.<br />
31
32<br />
Ship Repair business growing robustly,<br />
great potential for the coming years<br />
the Ship repair business is already growing better than<br />
ever expected. this appears to be the harbinger of growth<br />
that will most likely continue to last for decades. as a result<br />
of the heavy increase in Ship Newbuilding activity, the<br />
demand for repairs will increase by a multiple in the next<br />
few years. With an average useful life of about thirty years,<br />
only a fraction of the transport volume added as a result<br />
of the new construction will be deducted as a result of the<br />
withdrawal from service of old ships from the repair market.<br />
the total volume of steel to be processed, which is in the<br />
so-called repair window (ships starting from the fifth year<br />
through withdrawal from service), will therefore continue to<br />
increase exponentially over the coming years.<br />
<strong>Muehlhan</strong> expands presence at<br />
manufacturers of wind energy turbines<br />
<strong>Muehlhan</strong> was able to further strengthen its position<br />
as the market leader in the rapidly growing field of initial<br />
coatings for steel towers for wind turbines. by the end<br />
of the fiscal year, we were also able to finalize a multi-<br />
year production contract for an american wind turbine<br />
manu facturer working in denmark for a total volume of<br />
Eur 36.7 million. because of it, we expect additional<br />
business, even outside of Europe.<br />
position with respect to<br />
net assets and<br />
Financial positions<br />
Investments in fixed assets<br />
in the amount of EUR 12.5 million<br />
as a result of the capital increase of Eur 22.3 million<br />
which occurred at the time of the initial public offering,<br />
it was possible for us to make various expansion investments,<br />
and to acquire three other companies.<br />
due to the excellent order volume of our sub sidiary<br />
company Gerüstbau <strong>Muehlhan</strong> GmbH, Hamburg, we<br />
invested more than Eur 2.0 million in additional scaffolding<br />
material. at our subsidiary company Haraco,<br />
Singapore, we invested approximately Eur 2.1 million in a<br />
new location. the previous location had to be abandoned<br />
due to the expansion of the shipyard operations of our<br />
client and our own need for space associated with it.<br />
likewise, we made an investment at a new location for our<br />
company Meaux inc., lafayette, uSa, which is active in the<br />
offshore sector. the old location had been destroyed by<br />
hurricane Katrina in 2005. all in all, Eur 1.0 million was<br />
invested in tangible assets here during the fiscal year.<br />
for the first time as of 1 July <strong>2007</strong>, we consolidated<br />
<strong>Muehlhan</strong> Corrosion protection Service Co. ltd. (MCN),<br />
with headquarters in Shanghai, China, which was acquired<br />
on 15 September 2006 from our chairman of the Supervisory<br />
board and shareholder dr Wulf-dieter H. Greverath.<br />
the purchase price was Eur 0.8 million. by taking over<br />
the company, we have secured a presence in what<br />
will be the world’s largest Ship Newbuilding and Ship<br />
repair market, and which is important to us.<br />
Within the fourth quarter of <strong>2007</strong>, we acquired two<br />
companies in the united arab Emirates. both companies<br />
carry the name procon and have their headquarters in<br />
dubai and abu dhabi. the companies are active in the field<br />
of passive fire proofing, which means the application of<br />
fire-protective coatings. by taking over these companies,<br />
we assume that growth in the region will accelerate considerably<br />
and that synergies with the corrosion protection<br />
business will be realised both on the client side as well<br />
as with the provision of labour.<br />
New arrangements of corporate bond terms<br />
the weak earnings situation caused us to be unable<br />
to fulfil two of a total of three major terms of our bond<br />
issue of Eur 35.0 million floated in 2006. the ratio of<br />
earnings before interest and taxes to financing costs,<br />
as well as earnings before depreciation, interest and<br />
taxes to gross debt were not fulfilled.<br />
in the middle of March 2008, an addendum agreement<br />
(“amendment”) was approved by the bond creditor, a<br />
uS american insurance company, according to which<br />
it waives the termination right to which it is entitled<br />
as a result of the violation of the bond terms. in return,<br />
in december <strong>2007</strong> we pledged half of the Eur 10.0 million<br />
amount for an expected term of 14 or 26 months.<br />
We were able to avoid an interest rate adjustment in<br />
this manner. the liquidity position of the Group is not<br />
en dangered as a result.
We issued a letter of credit for uS$ 5.0 million for<br />
our subsidiary company Certified Coatings Company,<br />
Concord, California (CCC). it serves to secure contractual<br />
performance for the uS$ 19.5 million-contract for the<br />
new construction of the New oakland bay bridge in<br />
San francisco. it is expected to run until 2013.<br />
position of the group<br />
Assets<br />
<strong>2007</strong> 2006<br />
total assets in kEur 128,319 122,767<br />
debt-to-equity ratio in % 53.5 51.7<br />
Equity in kEur 59,714 59,287<br />
Equity ratio in % 46.5 48.3<br />
Financial position<br />
Cash flow in kEur 9,365 13,930<br />
investments in fixed assets in kEur 12,531 7,795<br />
Earnings position<br />
Sales in kEur 196,092 184,389<br />
other operating income in kEur 6,535 4,498<br />
Ebit * in kEur 2,861 8,104<br />
Ebitda ** in kEur 9,362 13,878<br />
* profit from operations<br />
** profit from operations and depreciation<br />
rounding differences may occur.<br />
personnel<br />
ManaGeMent divisions share group ManageMent report Group Consolidated FinanCial stateMents<br />
Number of employees increases slightly<br />
in principle, the <strong>Muehlhan</strong> Group bases its staffing needs<br />
on the volume of business for the projects to be worked<br />
on. Especially in the case of short-term or temporary contracts,<br />
a portion of the personnel requirement is covered<br />
by external workers. in the case of long-term projects with<br />
a sustainable volume of business, we have established<br />
our own staff during the course of the fiscal year.<br />
With an average number of employees for the year of<br />
2,318 for the 2006 fiscal year, the staffing level for the<br />
<strong>Muehlhan</strong> Group increased up to 2,396 during the<br />
previous year.<br />
<strong>2007</strong> 2006<br />
Europe (incl. Central divisions) 1,568 1,514<br />
america 430 556<br />
asia 398 248<br />
Total 2,396 2,318<br />
the regional distribution and the increase in the labour<br />
force is based primarily on the sales growth in the Group:<br />
finally, in the uSa, where sales were weak, high-cost jobs<br />
were phased out, while new employees were hired in the<br />
booming markets in the Middle East and southeast asia,<br />
and there mostly at relatively favourable contract terms.<br />
environMental protection and<br />
health and saFety Measures<br />
Environment-friendly processes with efficiency<br />
in the context of our QHSE (quality, health, safety, and environmental<br />
protection program), we pursue environmental<br />
protection actively. as one of the first providers in our industry,<br />
our subsidiary companies have converted surface<br />
blasting procedures from the use of copper slag for cleaning<br />
steel surfaces to the steel grit recycling process (µ-arc),<br />
which is markedly more environmentally friendly. by doing<br />
so, each year the Group avoids the creation of considerable<br />
amounts of hazardous waste.<br />
33
34<br />
the dust-free µ-jet process that we developed is a process<br />
which combines the dryblasting process with the environmentally-friendly<br />
water-jet process, and in doing so actually<br />
surpasses the productivity of the dryblasting process.<br />
this process has proven to be particularly suitable for work<br />
on offshore facilities, because surface protection work<br />
can be carried out even during the operation of the facility<br />
because dust is prevented. the µ-jet process is based on<br />
a jet technology for which we have finalized an exclusive<br />
global licensing agreement with the patent holder. We<br />
have developed this process further for the purposes<br />
of marine surface protection and consider it a clear<br />
technological advantage over our competitors.<br />
risK and opportunity<br />
ManageMent<br />
GENERAL ASSESSMENT<br />
Risks jeopardizing the existence<br />
of the Group are not apparent<br />
from today’s perspective, there are no risks jeopardizing<br />
the existence of the Group worthy to mention that could<br />
have a material influence on the company’s position with<br />
respect to net assets, financial position and results of<br />
operations. the significant decrease in liquidity in the<br />
fiscal year is attributed to a combination of one-time effects<br />
(investment in separate assets of securities; financing of<br />
losses of subsidiaries, especially in the uSa). both our<br />
organisation and our control systems are suitable for<br />
managing exis ting risks in the best possible manner, and<br />
noting newly emerging risks as quickly as possible. the<br />
organisational changes in the fiscal year <strong>2007</strong>, in particular<br />
the structural adjustments of our uS operations, the<br />
implementation of a technical audit, and the consistent<br />
use throughout the Group of the Nod operational data<br />
acquisition system have made significant contributions<br />
for this purpose.<br />
With ongoing market observations and a regular exchange<br />
within and outside of the Group, we ensure that we detect<br />
opportunities that our submarkets offer to us in a timely<br />
manner.<br />
in principle, the risk policy of the <strong>Muehlhan</strong> Group is based<br />
on increasing the value of the company through profitable<br />
growth. Mandatory internal company rules of conduct are<br />
reviewed and supported by means of control measures.<br />
RISK MAN<strong>AG</strong>EMENT SYSTEM<br />
Introduction of a risk management system<br />
pursuant to § 91 paragraph 2 of the German Stock<br />
Corporations act (aktiengesetz / aktG), the Executive<br />
board must take appropriate steps, and set up a monitoring<br />
system in particular, so that risks that threaten the<br />
company as a going concern are identified in a timely<br />
manner. for this purpose the company makes use of an<br />
adequate reporting system, which organisationally is the<br />
responsibility of the Executive board. in addition to quantitative<br />
reporting in the form of controlling reports, the<br />
Executive board receives qualitative reports from the<br />
specialized departments of the holding company. in this<br />
manner, we ensure throughout the Group that all<br />
managing directors at the subsidiary companies and<br />
all departments are regularly obligated to engage in an<br />
independent review of their work and responsibilities<br />
for possible liability risks, financial risks, and risks with<br />
regard to customer relationships. the Executive board of<br />
the Group will receive reports with respect to important<br />
issues from the departments at different intervals, but at<br />
least once each month. in order to identify trouble at the<br />
subsidiary companies’ operational construction sites, and<br />
to take care of it as quickly as possible, the progress of<br />
the work and the hours worked on the individual contracts<br />
is recorded and compared to the budgeted data.<br />
We began the systematical introduction of a risk management<br />
information system during the past fiscal year, with<br />
which all risks can be documented, and with which measures<br />
for the minimisation of these risks are updated on<br />
a regular basis throughout the Group.
ManaGeMent divisions share group ManageMent report Group Consolidated FinanCial stateMents<br />
DISCUSSION OF THE INDIVIDUAL RISKS<br />
Risks from the market environment<br />
and competitors<br />
our markets are subject to potential risks from the introduction<br />
of new technologies, changing customer requirements,<br />
increasing competition from market participants<br />
from related industries or services, and entry into new<br />
market cycles. the Executive board monitors the relevant<br />
markets throughout the world systematically with regard to<br />
these risks, and is in constant contact with the managing<br />
directors and regional managers who work on-site in order<br />
to assess the developments.<br />
in the case of transportation of liquid bulk goods, especially<br />
oil and gas, there is the basic substitution risk that current<br />
maritime traffic will be replaced by pipelines. against<br />
the background of recent geopolitical developments and<br />
the increasingly important security issues in the producing<br />
countries, the great flexibility of ships compared to pipelines<br />
is of growing importance. as such, ships may continue<br />
to be the number 1 means of transportation in this<br />
product segment. for all other goods, maritime traffic will<br />
also remain the dominant means of transportation for the<br />
next few decades from today’s perspective, because of all<br />
the means of transport, ships are and will remain by far<br />
the most energy-saving, inexpensive and environmentallyfriendly<br />
way to move goods and humans.<br />
Company strategic risks<br />
<strong>Muehlhan</strong> is pursuing a growth strategy, the implementation<br />
of which is based on the availability of various resources.<br />
in addition to capital, above all this includes<br />
skilled employees who can arrange for and transact additional<br />
business at existing and new locations. both in<br />
the oil & Gas offshore sector as well as in Ship repair,<br />
this resource can limit growth. therefore, by means of<br />
its polish company in Gdansk, at the end of 2006 the<br />
<strong>Muehlhan</strong> Group began to provide to polish employees<br />
technical and linguistic training for deployment with<br />
oil & Gas offshore so as not to be dependent only<br />
on existing resources in this market. a corresponding<br />
approach is analogously planned for the Ship repair<br />
market. through the issuance of the bonds and the initial<br />
public offering of <strong>Muehlhan</strong> aG, the amount of capital will<br />
not be a resource that puts the growth strategy at risk.<br />
Ship Newbuilding and Ship repair are industries that are<br />
often used by up-and-coming national economies with<br />
low labour costs to increase their gross domestic product.<br />
therefore, in principle it is conceivable that the business<br />
in which <strong>Muehlhan</strong> is developing will be imitated by other<br />
national economies. Experts presume this will occur first in<br />
the countries Vietnam, brazil and india. these are countries<br />
in which <strong>Muehlhan</strong> is not yet represented by subsidiaries at<br />
the present time. the risk that such a market development<br />
with the dislocation of new construction and repair activities<br />
will come to pass is minimised by <strong>Muehlhan</strong> by tracking<br />
developments in these countries very closely, and by<br />
starting business operations there itself when there is the<br />
possibility of a long-lasting profitable entry into the market.<br />
to the extent possible, in doing so several fields of business<br />
are developed at the same time in order to spread the<br />
overhead costs over the broadest contract base possible.<br />
for example, in the countries mentioned, a simultaneous<br />
entry into the business fields Ship repair and oil & Gas<br />
offshore is conceivable.<br />
Economic performance risks<br />
in the last few years, prices of copper and other raw<br />
materials that are used in the coating substances have<br />
markedly increased. this led to an increase in the price<br />
of these substances. <strong>Muehlhan</strong> is not affected directly,<br />
because in most cases the coating substances are purchased<br />
by the customers, or the costs are passed on<br />
directly with a handling fee. there is also no risk that<br />
a further increase in prices of raw materials used will<br />
lead to a substitution of the coating substances and<br />
application technology that are used, because there are<br />
no technolo gical alternatives.<br />
Where technically possible, <strong>Muehlhan</strong> uses steel grit for<br />
surface preparation blasting. <strong>Muehlhan</strong> would have to deal<br />
with a price increase for the materials used for operations<br />
directly – but only to a very limited extent due to the ability<br />
to recycle the material. there would continue to be a<br />
price advantage over a non-reusable material such as<br />
copper slag.<br />
35
36<br />
<strong>Muehlhan</strong> has an highly advanced inventory of equipment,<br />
which was developed with few manufacturers in the past.<br />
in principle, there is the risk that one of these manufacturers<br />
will cease production. in this case, we can find solutions<br />
at short notice. because we engaged in the development<br />
of the equipment in the past in close collaboration<br />
with our suppliers and performed a significant share of our<br />
own development work, we also have a high degree of<br />
expertise in-house. this makes it possible for us to<br />
produce equipment that is compatible with our existing<br />
inventory of equipment within a short period of time,<br />
even with new suppliers.<br />
Surface protection is quite labour intensive. However,<br />
energy is also required for climate control in large steel<br />
structures while work is performed, for the transportation<br />
of abrasives by compressed air, or for the production of<br />
high pressure water using pumps. <strong>Muehlhan</strong> is therefore<br />
directly affected by price increases of energy. We can<br />
counter such developments only with a price increase<br />
for our own services. However, <strong>Muehlhan</strong> uses environmentally-friendly<br />
and energy-saving technologies, so that<br />
an increase of prices of energy tends to improve our<br />
competitiveness.<br />
in general, for companies that use patented or licensed<br />
processes, there exists the risk of terminable patent or<br />
license terms. for the µ-jet process that we use, and for<br />
the other services in the µ-series, we currently have patent<br />
agreements beyond the year 2020. in addition, our licenses<br />
guarantee the exclusive right of use within a 1-mile zone of<br />
coastal locations, rivers and large bodies of water.<br />
Personnel risks<br />
the competition for highly qualified executives and qualityconscious<br />
technical personnel is still high in the industries<br />
in which <strong>Muehlhan</strong> is active. Examples from the past fiscal<br />
years have shown that <strong>Muehlhan</strong> works in a “people<br />
business” in its sub-markets, in which individual positions<br />
can affect the success of the Group. our future success<br />
therefore depends in part on the extent to which we are<br />
successful over the long-term in externally recruiting the<br />
required professional personnel, integrating them into the<br />
existing work processes, and linking them to the company<br />
for the long-term.<br />
at the same time, the company wants to make use of its<br />
employees’ extraordinarily high level of identification with<br />
our company and its services in the past, and consistently<br />
prepare appropriate employees from its own ranks for<br />
strategically important tasks within the company.<br />
Information technology risks<br />
<strong>Muehlhan</strong> protects the entire Group from the risk of data<br />
loss at the level of the individual companies by making daily<br />
data backups. by storing the backups offsite, we ensure<br />
the prompt restoration of all the necessary operational<br />
and corporate data.<br />
Financial risks<br />
the companies of the <strong>Muehlhan</strong> Group work primarily at<br />
fixed prices and regularly begin providing their services<br />
in advance of payment. as such, there is the risk of customer<br />
bankruptcy, and a credit risk, particularly in the case<br />
of large contracts. for existing customer business relationships,<br />
most of which have been in place for years,<br />
<strong>Muehlhan</strong> considers these risks to be extremely low. in<br />
order to limit the likelihood of default for important new<br />
customer contracts as well, all companies of the <strong>Muehlhan</strong><br />
Group are instructed to evaluate the economic status of<br />
its business partners before finalizing the contracts.<br />
in addition, all companies have accounts receivable<br />
management that functions well.<br />
from the company’s perspective, there are no significant<br />
tax risks. Nevertheless, tax claims could emerge if the<br />
tax authorities’ opinion of the law differs from that of the<br />
taxed company in particular cases.<br />
as already reported in the previous year, a legal dispute<br />
is pending in this regard with the Greek tax authorities.<br />
because a decision has already been issued in favour<br />
of <strong>Muehlhan</strong> in the initial court proceedings a positive<br />
decision for the entire proceedings can also be expected.<br />
all accounts with credit balances invested in the money<br />
market are subject to the normal risk of interest rate fluctuations.<br />
in addition, for contracts outside of the Euro zone,<br />
in principle there is a currency exchange rate risk, in particular<br />
for the uS dollar, which is currently very weak. in order
ManaGeMent divisions share group ManageMent report Group Consolidated FinanCial stateMents<br />
to reduce the earnings impact on the income statement<br />
at the least, the financing structure for the subsidiary<br />
companies was changed from external financing to equity<br />
financing so that the vast majority of future currency<br />
exchange fluctuations will affect only equity and not the<br />
income statement any more. in <strong>2007</strong>, the <strong>Muehlhan</strong> Group<br />
generated 50.6% (2006: 43.7%) of its sales in the Euro<br />
zone. a currency exchange rate risk for these transactions<br />
is precluded, but with increasing internationalization the<br />
percentage of contracts from the Euro zone will decrease<br />
over the long term.<br />
Company-specific risks<br />
the application of surface protection by the companies<br />
of the <strong>Muehlhan</strong> Group is a service provided on a project<br />
basis. it is often provided in conjunction with other trades,<br />
and commonly under considerable time pressure. in individual<br />
cases, the full scope of the services to be provided<br />
only emerges during the work. <strong>Muehlhan</strong> prepares for<br />
these conditions by assessing the likelihood of additional<br />
costs, such as those resulting from a change in performance<br />
or change in scope, even in the early stages of the<br />
contract negotiations. it is subsequently taken into consideration<br />
in the offer calculation and then for preparing the<br />
final contract documents.<br />
at the same time, the persons responsible for the project<br />
at the site receive capable support from the Group’s holding<br />
company: Specialists in technical, commercial or legal<br />
issues have proven to be of great benefit during the past<br />
fiscal year for a number of projects. they were all able to<br />
respond much more quickly and in an individually tailored<br />
manner to the respective requirements than would have<br />
been the case with external support.<br />
Major legal risks<br />
at present, <strong>Muehlhan</strong> is engaged in a legal dispute with<br />
respect to the Golden Gate bridge project. our claims<br />
based on extra work performed were asserted against the<br />
general contractor in an american court. Even though we<br />
are confident and expect a positive judgment in favour of<br />
<strong>Muehlhan</strong>, a success in a legal proceeding can never be<br />
predicted with 100-percent certainty. for this reason, none<br />
of the accounts receivable currently in dispute have been<br />
shown in the balance sheet.<br />
furthermore, in the international project business or for<br />
an internationally established group of companies, it can<br />
be expected that claims by or even against <strong>Muehlhan</strong><br />
may require judicial clarification. However, at present the<br />
company has no knowledge of any legal risks that could<br />
threaten the net assets of the <strong>Muehlhan</strong> Group.<br />
start and prospects oF 2008<br />
Significant events after the balance sheet date<br />
our subsidiary company Geuer Korrosionsschutz GmbH &<br />
Co. KG, Kiel, was merged with <strong>Muehlhan</strong> bremen GmbH<br />
(MHb) effective as of 2 January 2008. We assume that,<br />
by doing so, both the earnings power and the growth<br />
prospects of MHb will continue to be strengthened<br />
significantly.<br />
in addition, no events occurred after the end of the<br />
fiscal year <strong>2007</strong> that are of particular importance to our<br />
company.<br />
The Group will focus on<br />
increasing profitability in 2008<br />
Having overcome challenges, we are full of confidence for<br />
the year 2008. We have used the experience in order align<br />
our company even better to the markets strategically and<br />
operationally. in the future, we will grow our business even<br />
more intensively from our locations.<br />
Very good growth expected for shipping<br />
and industrial segments<br />
as a result of the rapidly increasing international merchant<br />
fleet, we still anticipate very good growth opportunities<br />
for our Group both in the Ship Newbuilding and in the<br />
Ship repair division. this is true both for Europe as well as<br />
for asia. in addition to commercial shipping, we also see<br />
great potential in the field of luxury yacht construction,<br />
which offers very good prospects especially in Germany.<br />
Shipyards in this field are currently booked at full capacity<br />
through the year 2014, and sometimes beyond that.<br />
37
38<br />
in the field of coatings for industrial facilities, we likewise<br />
see a very large potential for growth. in particular, the entry<br />
into the market in Qatar as well as the wind turbine business<br />
allow us to look to the future with great optimism. the<br />
same is true for the scaffolding business, which is constantly<br />
growing, and which we see as part of the industrial<br />
segment despite a strong focus on the maritime business,<br />
because it is not directly attributable to surface protection.<br />
Offshore Oil & Gas will rebound<br />
Surface protection for offshore steel structures in the<br />
oil and gas production industry was not capable of fulfilling<br />
our high expectations in the past fiscal year. However,<br />
we assume that we will be able to strengthen sales and<br />
earnings in the field again in 2008. the reasons for our<br />
confidence are the unchanged high level of oil prices and<br />
the associated demand for our services so that existing<br />
production facilities can be operated beyond their original<br />
service life.<br />
for the oil platform maintenance contract in the northern<br />
North Sea that was signed last year, and which has not yet<br />
been profitable, we were able to achieve changes to the<br />
terms and conditions in the context of subsequent negotiations,<br />
as a result of which we once again will be profitable<br />
in this field in 2008. in addition to the high level of quality<br />
of our work, the particular basis for the subsequent<br />
negotiations was our exemplarily low accident rate which<br />
is significantly lower than our competitors’ in this field.<br />
Expansion efforts initially focused on core markets<br />
during the past fiscal year, we completed comprehensive<br />
market analyses in various geographic regions. the conclusion<br />
from the analyses was that there are in fact sufficient<br />
market prospects in africa in particular, but that at the<br />
present time they were not justified by the risks associated<br />
with development of the market. this is especially true for<br />
the general political conditions in Nigeria and South africa.<br />
for this reason, we will continue to concentrate the geographic<br />
focus of our corporate Group on the markets in<br />
Europe, the Middle East, the far East and North america.<br />
Continued advancement of<br />
project and risk management<br />
Given the operational experiences of 2006 and <strong>2007</strong>, we<br />
will continue to expand the project management and the<br />
risk management in 2008. through the introduction of the<br />
technical review as well as important management tools<br />
(such as the Nod system, a system for recording concurrent<br />
contract costing), we already markedly advanced the<br />
Group’s risk control instruments during the past fiscal year.<br />
during the course of this year we will have integrated the<br />
instruments closely into the processes. together with the<br />
strategic adjustments, we will continue to advance our<br />
Group’s successes.<br />
Positive outlook 2008<br />
the Executive board assumes that the steps taken, along<br />
with the unchanged positive market environment in 2008,<br />
will lead to a noticeable increase in earnings potential in<br />
2008. the Executive board therefore assumes that sales<br />
2008 will be in a range of between Eur 200 and 215 million.<br />
We expect Ebitda in a range of Eur 16 to 19 million,<br />
and Ebit between Eur 9 and 12 million. the Executive<br />
board expects after-tax profits to fall in a range between<br />
Eur 4 and 6 million. as a result of seasonal growth, significant<br />
portions of earnings will be generated in the second<br />
and third quarters.<br />
Hamburg, 26 March 2008<br />
the Executive board<br />
dr andreas C. Krüger bernd Janssen<br />
Carsten Ennemann
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents<br />
Group Consolidated<br />
Financial Statements<br />
consolidated balance sheet<br />
consolidated incoMe stateMent<br />
stateMent oF changes in group equity<br />
consolidated cash Flow stateMent<br />
Fixed assets MoveMents schedule<br />
notes to the group<br />
consolidated Financial stateMents<br />
I. General comments<br />
II. Significant consolidation,<br />
accounting and valuation principles<br />
III. Notes to the balance sheet<br />
IV. Segment reporting<br />
V. Notes to the income statement<br />
VI. Other disclosures<br />
39
40<br />
consolidated balance sheet<br />
Assets in kEur Notes 31.12.<strong>2007</strong> 31.12.2006<br />
NON-CURRENT ASSETS<br />
intangible assets 1 25,529 23,036<br />
property, plant and equipment 2 29,781 23,556<br />
financial assets 3 10,083 154<br />
deferred tax assets 4 4,231 2,467<br />
Total non-current assets 69,623 49,212<br />
CURRENT ASSETS<br />
inventories 5 3,237 3,026<br />
trade receivables 6 37,773 34,367<br />
Cash and cash equivalents 7 7,599 28,980<br />
other current assets 8 10,086 7,182<br />
Total current assets 58,695 73,555<br />
Balance sheet total 128,319 122,767<br />
rounding differences may occur.
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents<br />
Equity and liabilities in kEur Notes 31.12.<strong>2007</strong> 31.12.2006<br />
EQUITY 9<br />
Subscribed capital 19,500 19,500<br />
Capital reserves 28,060 28,060<br />
other reserves 4,283 3,180<br />
retained earnings 5,762 6,877<br />
Minority interest 2,109 1,670<br />
Total Equity 59,714 59,287<br />
NON-CURRENT LIABILITIES<br />
pension accruals 10 645 519<br />
Non-current financial liabilities 11 34,527 34,401<br />
deferred government grants 12 276 305<br />
other non-current liabilities 13 61 131<br />
deferred tax liabilities 14 1,093 1,033<br />
Total non-current liabilities 36,601 36,390<br />
CURRENT LIABILITIES<br />
provisions 15 1,932 3,550<br />
Current financial liabilities 11 1,984 233<br />
trade payables 16 17,033 11,280<br />
other current liabilities 13 11,054 12,027<br />
Total current liabilities 32,003 27,090<br />
Balance sheet total 128,319 122,767<br />
rounding differences may occur.<br />
41
42<br />
consolidated incoMe stateMent<br />
in kEur Notes <strong>2007</strong> 2006<br />
Sales 196,092 184,389<br />
other operating income 21 6,535 4,498<br />
Cost of materials and purchased services 18 -89,940 -75,915<br />
personnel expenses 19 -72,680 -74,029<br />
depreciation -6,501 -5,774<br />
other operating expenses 21 -30,645 -25,065<br />
Profit from operations 2,861 8,104<br />
income from investments 7 2<br />
interest income 767 460<br />
interest expenses -2,533 -2,233<br />
Financial result 20 -1,759 -1,771<br />
Earnings before taxes 1,101 6,333<br />
taxes on income 22 -649 -2,411<br />
Net earnings before minority 452 3,923<br />
Minority interest -525 -277<br />
Net result -73 3,646<br />
NET EARNINGS PER SHARE 23<br />
Shares shares 19,500,000 16,166,667<br />
basic in Eur 0.00 0.23<br />
diluted in Eur 0.00 0.23<br />
rounding differences may occur.
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents<br />
consolidated cash Flow stateMent<br />
in kEur <strong>2007</strong> 2006<br />
profit from operations 2,861 8,104<br />
depreciation 6,501 5,774<br />
deferred government grants -29 -29<br />
profit (-), loss (+) on disposal of fixed assets -150 65<br />
unrealised currency gains / losses 1,143 214<br />
decrease (-), increase (+) in provisions -961 -198<br />
Cash flow 9,364 13,930<br />
increase (-), decrease (+) in inventories,<br />
trade receivables and other assets (excluding payments received on account) -11,001 -8,893<br />
increase (+), decrease (-) in trade payables and other liabilities -24 4,859<br />
Cash flow from ordinary activities -1,662 9,895<br />
payments of income taxes -3,875 -4,695<br />
payments of interest -2,407 -1,638<br />
Net Outflow / Inflow from funds on operating activities -7,944 3,562<br />
receipts of interest 774 460<br />
receipts from the disposals of<br />
non-current assets (+) in respect of<br />
intangible assets<br />
tangible assets<br />
financial assets<br />
Capital expenditures (-) in respect of<br />
intangible assets<br />
tangible assets<br />
financial assets<br />
115<br />
900<br />
0<br />
-268<br />
-12,531<br />
-10,028<br />
payments for purchase of consolidated entities (-) -323 0<br />
payments for purchase of minority interests (-) -243 0<br />
Net Outflow of funds from investing activities -21,604 -6,466<br />
receipts from capital increases (+) 0 4,000<br />
receipts from the issue of loans (+) 0 33,806<br />
increase (+), decrease (-) in capital reserves 0 17,135<br />
dividend payments -142 -7,026<br />
increase (+), decrease (-) in payments received on account 7,673 -1,285<br />
receipts (+), repayments (-) on current bank liabilities 636 -20,553<br />
payments (-) on non-current bank liabilities 0 -1,069<br />
Net Inflow of funds from financing activities 8,167 25,009<br />
Effect of exchange rate related fluctuations of cash and cash equivalents* -166 -1<br />
Effect of changes in the scope of consolidated financial statements on cash and cash equivalents* 164 0<br />
total changes in cash and cash equivalents* -21,382 22,104<br />
Cash and cash equivalents* at the beginning of the period 28,980 6,876<br />
Cash and cash equivalents* at the end of the period 7,599 28,980<br />
* Cash and cash equivalents correspond to the balance sheet item “Cash and cash equivalents”.<br />
rounding differences may occur.<br />
206<br />
899<br />
68<br />
-274<br />
-7,795<br />
-30<br />
43
44<br />
Fixed assets MoveMents schedule <strong>2007</strong><br />
in kEur<br />
I. Intangible assets<br />
Balance<br />
1 January<br />
<strong>2007</strong> additions<br />
Purchase and production costs<br />
additions<br />
through initial<br />
consolidation<br />
translation<br />
differences disposals<br />
reclassifications<br />
Balance<br />
31 December<br />
<strong>2007</strong><br />
1. Concessions, industrial and<br />
similar rights and assets 1,508 268 31 13 15 0 1,805<br />
2. Goodwill 31,997 2,524 0 0 0 0 34,521<br />
3. prepayments 114 0 0 -12 102 0 0<br />
II. Property, plant and equipment<br />
33,620 2,791 31 1 118 0 36,326<br />
1. land, land rights and buildings<br />
including buildings on third-party land 9,333 587 0 96 87 856 10,786<br />
2. technical equipment and machinery 46,138 9,057 2,375 -1,280 3,321 136 53,106<br />
3. other equipment,<br />
operating and office equipment 7,699 1,867 185 -88 1,078 -24 8,560<br />
4. prepayments and assets under construction 63 1,019 57 -8 49 -968 115<br />
III. Financial assets<br />
63,233 12,531 2,617 -1,279 4,534 0 72,567<br />
1. Shares in affiliated companies 135 0 0 0 80 0 54<br />
2. investments 29 0 0 0 18 0 11<br />
3. Securities 0 10,028 0 0 0 0 10,028<br />
rounding differences may occur.<br />
164 10,028 0 0 99 0 10,093<br />
97,016 25,350 2,648 -1,279 4,751 0 118,985
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents<br />
Balance<br />
1 January<br />
<strong>2007</strong> additions<br />
Accumulated depreciation / amortisation Net book values<br />
additions<br />
through initial<br />
consolidation<br />
translation<br />
differences disposals<br />
Balance<br />
31 December<br />
<strong>2007</strong><br />
Balance<br />
31 December<br />
<strong>2007</strong><br />
Balance<br />
Previos year<br />
788 201 5 -9 3 1,001 804 720<br />
9,796 0 0 0 0 9,796 24,725 22,201<br />
0 0 0 0 0 0 0 114<br />
10,584 201 5 -9 3 10,797 25,529 23,036<br />
3,378 470 0 -67 86 3,829 6,957 5,955<br />
31,185 4,737 1,167 665 2,751 33,673 19,433 14,953<br />
5,115 1,092 107 64 965 5,285 3,276 2,584<br />
0 0 0 0 0 0 115 63<br />
39,677 6,299 1,274 662 3,802 42,786 29,781 23,556<br />
0 0 0 0 0 0 54 135<br />
10 0 0 0 0 10 1 19<br />
0 0 0 0 0 0 10,028 0<br />
10 0 0 0 0 10 10,083 154<br />
50,271 6,501 1,279 653 3,805 53,593 65,393 46,745<br />
45
46<br />
Fixed assets MoveMents schedule 2006<br />
in kEur<br />
I. Intangible assets<br />
Balance<br />
1 January<br />
2006 additions<br />
Purchase and production costs<br />
additions<br />
through initial<br />
consolidation<br />
translation<br />
differences disposals<br />
reclassifications<br />
Balance<br />
31 December<br />
2006<br />
1. Concessions, industrial and<br />
similar rights and assets 1,467 158 0 3 158 38 1,508<br />
2. Goodwill 31,997 0 0 0 0 0 31,997<br />
3. prepayments 37 115 0 0 0 -38 114<br />
II. Property, plant and equipment<br />
33,502 274 0 3 158 0 33,620<br />
1. land, land rights and buildings<br />
including buildings on third-party land 9,417 268 0 -45 373 66 9,333<br />
2. technical equipment and machinery 42,658 6,112 0 -1,009 1,574 -49 46,138<br />
3. other equipment,<br />
operating and office equipment 7,337 1,311 0 -95 923 69 7,699<br />
4. prepayments and assets under construction 48 104 0 -3 0 -86 63<br />
III. Financial assets<br />
59,459 7,795 0 -1,152 2,870 0 63,233<br />
1. Shares in affiliated companies 104 30 0 0 0 0 135<br />
2. investments 29 0 0 0 0 0 29<br />
3. other loans 34 0 0 0 34 0 0<br />
rounding differences may occur.<br />
167 30 0 0 34 0 164<br />
93,128 8,099 0 -1,149 3,062 0 97,016
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents<br />
Balance<br />
1 January<br />
2006 additions<br />
Accumulated depreciation / amortisation Net book values<br />
additions<br />
through initial<br />
consolidation<br />
translation<br />
differences disposals<br />
Balance<br />
31 December<br />
2006<br />
Balance<br />
31 December<br />
2006<br />
Balance<br />
Previous year<br />
648 193 0 -2 55 788 720 820<br />
9,796 0 0 0 0 9,796 22,201 22,201<br />
0 0 0 0 0 0 114 37<br />
10,444 193 0 -2 55 10,584 23,036 23,058<br />
3,206 513 0 -3 345 3,378 5,955 6,210<br />
28,252 4,054 0 496 625 31,185 14,953 14,406<br />
4,982 1,013 0 82 799 5,115 2,584 2,355<br />
0 0 0 0 0 0 63 48<br />
36,440 5,580 0 575 1,768 39,677 23,556 23,019<br />
0 0 0 0 0 0 135 104<br />
10 0 0 0 0 10 19 19<br />
0 0 0 0 0 0 0 34<br />
10 0 0 0 0 10 154 157<br />
46,894 5,774 0 573 1,824 50,271 46,745 46,234<br />
47
48<br />
stateMent oF changes in group equity<br />
in kEur<br />
Subscribed capital Capital<br />
reserves<br />
Revenue<br />
reserves<br />
Transition<br />
adjustments<br />
Other reserves<br />
Parent company<br />
Revaluation<br />
reserve<br />
Adjustment resulting<br />
from currency<br />
translation<br />
At 1 January 2006 15,500 10,065 2,199 589 -1,157<br />
issue of shares 4,000 19,200<br />
Costs of ipo -1,205<br />
transfer to revenue reserves 1,912<br />
dividends paid<br />
Currency changes -363<br />
other changes<br />
Net result<br />
At 31 December 2006 19,500 28,060 4,111 589 -1,520<br />
purchase minority interest -243<br />
transfer to revaluation reserve 16<br />
transfer to revenue reserves 1,035<br />
dividends paid<br />
Currency changes 296<br />
other changes<br />
Net result<br />
At 31 December <strong>2007</strong> 19,500 28,060 4,903 589 16 -1,224<br />
at 31 december <strong>2007</strong> an amount of kEur 3,958 (previous year: kEur 13,386) was available for distribution to shareholders of the parent company.<br />
there are restrictions on dividend distributions to the law and / or pursuant articles of incorporation are applicable.<br />
rounding differences may occur.
Retained<br />
earnings<br />
Equity Minority interest<br />
in equity<br />
Minority interest Group equity<br />
Adjustment resulting<br />
from currency<br />
translation<br />
12,012 39,207 1,578 -24 1,554 40,762<br />
-1,912<br />
Equity<br />
23,200 23,200<br />
-1,205 -1,205<br />
-6,865 -6,865 -161 -161 -7,026<br />
-363 -363<br />
-3 -3 -4<br />
3,646 3,646 277 277 3,923<br />
6,877 57,617 1,694 -24 1,670 59,287<br />
-1,035<br />
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents<br />
-243 -243<br />
16 16<br />
-142 -142 -142<br />
296 9 46 55 351<br />
-8 -8 -7<br />
-73 -73 525 525 452<br />
5,762 57,605 2,086 23 2,109 59,714<br />
49
50<br />
Notes to the Group<br />
Consolidated financial Statements<br />
i. general coMMents<br />
the core business of <strong>Muehlhan</strong> aG (hereinafter “MyaG” or “company”) and its subsidiaries is surface protection for<br />
industrial plants, Ship Newbuilding, Ship repair and offshore facilities. the core business is complemented by access<br />
technologies, steel construction and welding services. the company is headquartered at Schlinckstrasse 3, Hamburg,<br />
Germany. the competent registration court is in Hamburg.<br />
the Group consolidated financial statements of MyaG and its subsidiaries at 31 december 2006 were prepared<br />
for the first time in accordance with the international financial reporting Standards (ifrS) promulgated by the<br />
inter national accounting Standards board (iaSb) including the interpretations of the international financial reporting<br />
interpretations Committee (ifriC) and the complementary provisions of German commercial law applicable under<br />
Section 315a para. 1 of the Commercial Code (HGb). ifrS 1, the authoritative standard for first-time applications,<br />
was observed. for the Group Consolidated financial Statement as of 31 december <strong>2007</strong>, all ifrS and interpretations<br />
of the ifriC adopted by the Eu commission as of the balance sheet date whose application is mandatory have<br />
been complied with.<br />
the consolidated financial statements were prepared in Euro. rounding differences may occur if amounts are shown<br />
in millions or thousands of Euros since the individual items included in the calculations are stated in full figures.<br />
ii. signiFicant consolidation, accounting and<br />
valuation principles<br />
the Group consolidated income statement was prepared under the total cost method.<br />
Capital consolidation is based on the purchase method. the assets and liabilities of the subsidiaries included in the<br />
consolidated financial statements are recognized at their fair values at the transaction date including expenses directly<br />
attributable to the acquisition. in the initial consolidation, assets, liabilities and contingent liabilities identifiable within the<br />
scope of a merger are recognized at the fair value attributable at the time of acquisition, irrespective of the size of minority<br />
interests. the surplus of the cost of acquisition over the Group’s share in the attributable fair value of net assets is<br />
recognized as goodwill. if the costs of acquisition are lower than the fair value of net assets attributable to the acquired<br />
subsidiary, the balance is taken direct to the income statement.<br />
Minority interests are stated at the attributable fair value of assets and liabilities corresponding to their share. losses<br />
attributable to minority interests in excess of their share were allocated to the parent company.<br />
intercompany receivables and payables are eliminated. differences arising on currency exchanges compared to those in<br />
the prior year are accounted for affecting current period results, if originating from the reporting period.<br />
in the course of income, proceeds from intercompany sales as well as group internal income and the attributable<br />
expenses are set off. Non realized intergroup profits are eliminated.
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents<br />
Consolidation entity and associates<br />
the consolidated financial statements include in addition to MyaG 33 fully consolidated subsidiaries in which MyaG<br />
directly or indirectly holds a majority of voting rights or is exercising control over financial and business policies. there<br />
are no significant associates within the meaning of iaS.<br />
Since 31 december 2006, the consolidation entity changed as follows:<br />
in January <strong>2007</strong>, our subsidiary <strong>Muehlhan</strong> a / S, Vissenbjerg, denmark (MdK), acquired a 28% interest in <strong>Muehlhan</strong><br />
Norge aS, Stavanger, Norway (MNo), from the previous minority shareholder. MdK now owns 100% of the shares of<br />
MNo. the purchase price for the shares was NoK 2,000 thousand (Norwegian krone). the premium for the purchase<br />
of the minority interest in the amount of Eur 243 thousand was offset against revenue reserves.<br />
on 29 March <strong>2007</strong>, Gerüstbau <strong>Muehlhan</strong> Verwaltungs GmbH (GMV) and <strong>Muehlhan</strong> Verwaltungs GmbH (MVr), each<br />
headquartered in Hamburg (the general partners of the fully consolidated Gerüstbau <strong>Muehlhan</strong> GmbH & Co. KG (GMH)<br />
and <strong>Muehlhan</strong> GmbH & Co. KG (MrW)), and <strong>Muehlhan</strong> bremen GmbH (MHb) each entered into a profit and loss transfer<br />
agreement with <strong>Muehlhan</strong> aG, effective 1 January <strong>2007</strong>. at <strong>Muehlhan</strong> aG’s General Meeting on 15 May <strong>2007</strong>, the shareholders<br />
approved these agreements. on 5 april <strong>2007</strong>, the respective shareholder meetings of GMV and MVr resolved to<br />
increase capital. MyaG used the limited partner shares of GMH and MrW as a non-cash contribution for this purpose.<br />
in each case, the transfer took contractual effect as of 1 January <strong>2007</strong>. it was also resolved that MVr would change its<br />
name to <strong>Muehlhan</strong> rostock GmbH, and that GMV would change its name to Gerüstbau <strong>Muehlhan</strong> GmbH. the entries<br />
were made in the Commercial register on 14 June <strong>2007</strong> and on 5 July <strong>2007</strong>, respectively.<br />
in <strong>2007</strong> the following companies were newly founded and included in the consolidation entity: in Singapore,<br />
<strong>Muehlhan</strong> Surface protection Singapore pte. ltd. the sole shareholder is Haraco Service pte. ltd., Singapore, a<br />
100% subsidiary of MyaG. in the uSa, the companies <strong>Muehlhan</strong> united inc. with headquarter in Houston, <strong>Muehlhan</strong><br />
offshore inc. with headquarter in lafayette and <strong>Muehlhan</strong> Certified Coatings inc. with headquarters in Concord. the<br />
shares of these companies are owned by <strong>Muehlhan</strong> Surface protection inc., Houston, likewise a 100% subsidiary of<br />
MyaG. in the united arab Emirates, <strong>Muehlhan</strong> Middle East Holding limited, with headquarters in dubai, was founded.<br />
Here the sole shareholder is MyaG. the effects of the initial consolidations of these companies are immaterial to<br />
the assets and earnings position of the Group.<br />
<strong>Muehlhan</strong> Corrosion protection Service (Shanghai) Co., ltd., Shanghai, people’s republic of China (MCN), has been<br />
fully consolidated since 1 July <strong>2007</strong>. the shareholders of MCN and <strong>Muehlhan</strong> aG have agreed contractually that the<br />
shareholder position will be granted to <strong>Muehlhan</strong> aG as of 1 July <strong>2007</strong> under the code of obligations. the purchase<br />
contract for the shares in MCN negotiated back in 2006 was consummated in the meantime. the agreed upon purchase<br />
price for the shares totals Eur 0.8 million and was not yet paid as of the balance sheet date. the initial consolidation<br />
generated goodwill of Eur 1.9 million. in the second half of <strong>2007</strong>, MCN contributed Eur 1.8 million to consolidated<br />
revenues and Eur 1.9 million to consolidated earnings after taxes. this almost completely resulted from the seller’s waiver<br />
of receivables from MCN. the effects of the consolidation of MCN on the consolidated balance sheet entail not only<br />
an increase in goodwill but also increases in tangible assets of Eur 1.2 million and financial liabilities of Eur 0.6 million.<br />
51
52<br />
as of 31 december <strong>2007</strong>, the newly acquired companies procon Emirates l.l.C. abu dhabi and procon Emirates l.l.C.<br />
dubai were included in the consolidation entity. the converted purchase price of the companies was Eur 1.2 million,<br />
which led to goodwill of Eur 0.6 million. the effects of the initial consolidation on the consolidated balance sheet entail<br />
not just goodwill but also increases in trade receivables of Eur 1.0 million and financial liabilities of Eur 0.4 million.<br />
in august <strong>2007</strong>, the previously fully consolidated <strong>Muehlhan</strong> polska Holding Sp. z o.o., with headquarters in Szczecin,<br />
poland, was deconsolidated. the company was liquidated. the proceeds from the liquidation accrued to <strong>Muehlhan</strong> aG.<br />
Effective 2 January 2008, Geuer Korrosionsschutz GmbH & Co. KG, Kiel, was merged with <strong>Muehlhan</strong> bremen GmbH<br />
(MHb).<br />
Geuer Korrosionsschutz Verwaltungs GmbH, Hamburg, <strong>Muehlhan</strong> Grand bahama ltd. and aiS-allround-industrie-<br />
Service GmbH, Haan-Gruiten, are not included in the consolidation entity because they are of minor importance in relation<br />
to the requirement to present a true and fair view of the net assets, financial position and operations of the Group.<br />
the following companies are included in the consolidated financial statements:<br />
Symbol Company<br />
Shareholding<br />
in % held by<br />
MyaG <strong>Muehlhan</strong> aG, Hamburg parent company<br />
GKS Geuer Korrosionsschutz GmbH & Co. KG, Kiel 100 MyaG<br />
GMH Gerüstbau <strong>Muehlhan</strong> GmbH, Hamburg 100 MyaG<br />
MrW <strong>Muehlhan</strong> rostock GmbH, rostock 100 MyaG<br />
MES <strong>Muehlhan</strong> Equipment Services GmbH, Hamburg 100 MyaG<br />
ME <strong>Muehlhan</strong> GmbH, Emden 100 MyaG<br />
MHb <strong>Muehlhan</strong> bremen GmbH, bremen 100 MyaG<br />
MdK <strong>Muehlhan</strong> a / S, Vissenbjerg – denmark 100 MyaG<br />
MNo <strong>Muehlhan</strong> Norge aS, Stavanger – Norway 100 MdK<br />
MG <strong>Muehlhan</strong> Sp. z o.o., Gdansk – poland 100 MyaG<br />
MSpp Maritime Surface protection poland Sp. z o.o., Szczecin – poland 100 MyaG<br />
Mpl <strong>Muehlhan</strong> Steel Services Sp. z o.o., Szczecin – poland 100 MyaG<br />
Mf <strong>Muehlhan</strong> S.a.r.l., St. Nazaire – france 100 MyaG<br />
MMf <strong>Muehlhan</strong> Morflot ooo, St. petersburg – russia 70 MyaG<br />
MNl <strong>Muehlhan</strong> b.V., Vlaardingen – Netherlands 100 MyaG<br />
MGb <strong>Muehlhan</strong> Surface protection ltd., aberdeen – Great britain 100 MyaG
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents<br />
Symbol Company<br />
Shareholding<br />
in % held by<br />
MGr <strong>Muehlhan</strong> Hellas S.a., athens – Greece 51 MyaG<br />
MSpu <strong>Muehlhan</strong> Surface protection inc., Houston – uSa 100 MyaG<br />
MMi <strong>Muehlhan</strong> Marine inc., Houston - uSa (formerly: Sipco Surface protection inc.) 100 MSpu<br />
MSp Meaux Surface protection inc., lafayette – uSa 100 MSpu<br />
CCC Certified Coatings Company, Concord – uSa 100 MSpu<br />
MCC <strong>Muehlhan</strong> Certified Coatings inc., Concord – uSa 100 MSpu<br />
Moi <strong>Muehlhan</strong> offshore inc., lafayette – uSa 100 MSpu<br />
Mui <strong>Muehlhan</strong> united inc., Houston – uSa 100 MSpu<br />
HSG Haraco Services pte. ltd. – Singapore 100 MyaG<br />
MSG <strong>Muehlhan</strong> pte. ltd. – Singapore 100 HSG<br />
MSpS <strong>Muehlhan</strong> Surface protection Singapore pte. ltd. – Singapore 100 HSG<br />
MME <strong>Muehlhan</strong> Surface protection Middle East l.l.C., dubai – uaE 100 MyaG<br />
Mda <strong>Muehlhan</strong> dehan l.l.C., abu dhabi – uaE 100 MME<br />
MdQ <strong>Muehlhan</strong> dehan Qatar W.l.l., doha – Qatar 100 MME<br />
MMEH <strong>Muehlhan</strong> Middle East Holding limited, dubai – uaE 100 MyaG<br />
pra procon Emirates l.l.C. abu dhabi – uaE 100 MMEH<br />
prd procon Emirates l.l.C. dubai – uaE 100 MMEH<br />
MCN <strong>Muehlhan</strong> Surface protection Service (Shanghai) Co. ltd., Shanghai – China 100 MyaG<br />
the following companies are not included in the consolidated financial statements:<br />
Symbol Company<br />
Share-<br />
holding<br />
in %<br />
Equity at<br />
31 Dec. <strong>2007</strong><br />
in kEur<br />
Profit / loss for<br />
the year <strong>2007</strong><br />
in kEur<br />
GKV Geuer Korrosionsschutz Verwaltungs GmbH, Hamburg 100 23.2 0.4<br />
Mfp <strong>Muehlhan</strong> Grand bahama ltd, Nassau, bahamas 100 0.1 -0.1<br />
aiS aiS-allround-industrie-Service GmbH, Haan-Gruiten 51 72.9 31.6<br />
the share in aiS is indirectly held via MGr.<br />
Foreign currency translation<br />
Monetary items denominated in foreign currencies shown in the single entity financial statements of Group companies<br />
included in the consolidation are, in principle, translated at the rate of exchange at the balance sheet date. the resulting<br />
exchange gains and losses are directly taken to income or expense.<br />
53
54<br />
the assets and liabilities of foreign subsidiaries with a functional currency other than Euro are translated into Euro at<br />
mid-rates at the balance sheet date. income and expenses are translated at average annual rates. differences arising on<br />
the translation of assets and liabilities compared to translation in the prior year at other exchange rates are accounted<br />
for without an income effect and shown separately under equity. Goodwill with respect to the acquisition of foreign<br />
subsidiaries arising in connection with the initial consolidation is translated into Euro and carried forward accordingly.<br />
the important exchange rates per Euro are shown below as follows:<br />
Exchange rate at the<br />
balance sheet date Average rate of exchange<br />
aEd 5.46 5.06<br />
CNy 10.75 10.45<br />
dKK 7.46 7.45<br />
Gbp 0.74 0.69<br />
NoK 7.97 8.00<br />
plN 3.59 3.78<br />
Qar 5.36 5.02<br />
rub 35.99 35.07<br />
SGd 2.12 2.07<br />
trl 1.71 1.78<br />
uSd 1.47 1.38<br />
Liquid assets<br />
Cash and cash equivalents comprise cash-in-hand and bank balances. bank balances not directly required to finance<br />
current assets are invested for a term of up to three months. Cash and cash equivalents shown on the balance sheet<br />
are identical with cash and cash equivalents shown in the cash flow statement.<br />
Inventories<br />
inventories are stated at purchase or production costs or net realizable value at the balance sheet date, if lower. production<br />
costs include direct costs and a reasonable proportion of production, material and production-related administration<br />
overheads.<br />
Construction contracts<br />
if the result of a construction contract can be reliably estimated, revenue and costs are recognized in accordance with<br />
the percentage of completion at the balance sheet date. the percentage of completion is calculated on the basis of the<br />
contract costs incurred up to the balance sheet date compared with estimated total contract costs unless this procedure<br />
does not result in a proper estimate of the percentage of completion.<br />
unless the result of a construction contract can be reliably estimated, contract revenue can only be recorded in the<br />
amount of the contract costs incurred which are likely to be realized. Contract costs include direct costs and a reasonable
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents<br />
proportion of production, material and production-related administrative overheads. Contract costs are taken to expense<br />
in the period in which they are incurred. if it is likely that total contract costs will exceed the total contract revenues attributable<br />
to the respective contract, the anticipated losses are taken to expense immediately.<br />
Receivables and other assets<br />
pursuant to iaS 39.45, receivables and other assets are classified as loans and receivables.<br />
receivables and other assets are initially stated at their attributable values and subsequently carried forward at their<br />
amortized costs less write-downs. Write-downs adequately take into account all discernible risks estimated on the basis<br />
of empirical values.<br />
Profit realization<br />
income is realized in the amount of the fair value attributable to the consideration received or receivable and constitutes<br />
amounts for services rendered within the scope of normal operations less rebates, value-added tax and other taxes<br />
incurred in connection with sales.<br />
income from long-term make-to-order production is recognized in accordance with Group-internal accounting and<br />
valuation procedures to be applied with respect to long-term construction contracts (see above).<br />
Property, plant and equipment<br />
property, plant and equipment are stated at purchase cost less accumulated depreciation. depreciation is accounted<br />
for over the expected useful lives. in general, depreciation is calculated on a straight-line basis. the useful lives are related<br />
to the types of assets:<br />
buildings 5–50 years<br />
technical equipment, operating and office equipment 2–15 years<br />
repair and maintenance costs are expensed when incurred. Material renewals and improvements are capitalized if the<br />
criteria for the recognition of an asset are applicable. in principle, leased assets classified as finance leases on the basis<br />
of the respective lease agreements are accounted for as tangible fixed assets at the attributable fair value or the lower<br />
present value of minimum lease payments and reduced by accumulated depreciation subsequently.<br />
if there is an indication of an impairment of tangible fixed assets, the required write-downs are estimated. in this<br />
connection, the realizable amount (defined as the higher of net realizable value and the service value) is compared with the<br />
carrying amount of the asset. if the realizable amount is lower than the carrying amount, the balance is taken to expense.<br />
if the reason for the write-down has ceased to exist in the meantime, a write-up is recorded up to amortized costs.<br />
Goodwill and intangible fixed assets with an indeterminate useful life<br />
Goodwill is accounted for at cost of acquisition. pursuant to ifrS 3, no scheduled amortization has been recorded since<br />
1 January 2005. an impairment test is made at least once in the financial year and may result in a write-down. there are<br />
no other intangible fixed assets with an indeterminate useful life.<br />
Other intangible assets<br />
purchased intangible assets include mainly concessions, industrial and similar rights. they are stated at purchase<br />
costs less accumulated amortization. the useful lives are estimated at three to 17 years, amortization is calculated on a<br />
straight-line basis.<br />
55
56<br />
Financial assets held for sale<br />
at the time of acquisition, financial assets are recorded at their acquisition costs (market value) plus related<br />
transaction costs. Subsequent valuation is at fair value (market value). Subsequent changes in value are recorded<br />
in equity (revaluation reserve) in a net effecting operating results manner after taking deferred taxes into account until<br />
the asset is sold or an impairment is recorded with an effect on net income. financial assets held for sale are<br />
shown as financial investments.<br />
Impairment of assets<br />
assets with an indeterminate useful life are not regularly depreciated or amortized. they are subject to an annual impairment<br />
test. tangible fixed assets and intangible assets with a defined useful life are also subject to an impairment test if<br />
there is an indication that the value of the respective asset is reduced. in this connection, the realizable amount (the higher<br />
of net realizable value and service value) is determined and compared with the asset’s carrying amount. if the realizable<br />
value is lower than the carrying amount, the balance is taken to expense. if the reason for the write-down has ceased to<br />
exist in the meantime, a write-up is recorded up to the amortized costs. No such write-up is made with respect to goodwill.<br />
the impairment test is made on the basis of the discounted cash flow method. the expected cash flow is based on<br />
business planning data. its present value is calculated by reference to an interest rate brought about by market forces.<br />
Pension accruals and similar obligations<br />
there are contributory pension plans which do not entail any additional pension obligation except for the current payment<br />
of contributions. there are also defined benefit pension plans at two companies which relate almost entirely to pension<br />
obligations to a retired former managing director of a subsidiary. the pension accruals with respect to the defined<br />
benefit pension plans are calculated in accordance with the projected unit credit method. this actuarial determination of<br />
the present value of accumulated plan benefits does not only take into account the current pension payments and<br />
vested rights of future pension payments at the balance sheet date but also the expected future increase in salaries<br />
and pensions. the 10% corridor method pursuant to iaS 19.92 is applied with respect to actuarial gains or losses. the<br />
accrual is reduced by the amount of potential plan assets. Service and interest costs are shown under personnel<br />
expenses. the actuarial present value of the defined benefit obligation is calculated by discounting the expected<br />
future payments at an interest rate attributable to top-rated corporate bonds denominated in the currency in which<br />
payments have to be made and at maturities matching the pension obligations. in respect of contributory pension plans,<br />
the payments of contributions are shown under personnel expenses. Contributions outstanding at the balance sheet<br />
date are recorded under pension accruals.<br />
Other provisions<br />
in accordance with iaS 37, other provisions are accounted for all risks discernible at the balance sheet date and third-party<br />
liabilities resulting from past transactions or events if the amounts and maturities involved are uncertain. provisions are<br />
based on the best estimate of the amount of the settlement. positive performance contributions are not netted. provisions<br />
are also set up with respect to onerous contracts. a contract is deemed to be onerous if the unavoidable costs exceed<br />
the economic benefit expected from the contract.<br />
Financial liabilities<br />
in principle, financial liabilities are stated at their attributable present value less transaction expenses and carried forward<br />
at amortized cost. Non-interest-bearing or low-interest liabilities with a term of at least one year are accounted for at their<br />
present value taking into account a market-oriented interest rate. liabilities originating from finance leases are accounted<br />
for at the present value of the minimum lease payments at the beginning of the lease transaction or the fair value, if lower,<br />
and reduced by the redemption payments included in the lease rentals.<br />
in principle, short-term financial liabilities include the portion of long-term loans with a term up to one year.
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents<br />
Research and development expenses<br />
research and development costs are taken to expense in the period incurred. the conditions necessary in accordance<br />
with iaS 38 for a capitalization of development expenses are not met.<br />
Trade payables<br />
trade payables are non-interest bearing and are stated at their repayment value.<br />
Deferred taxes<br />
deferred taxes resulting from temporary differences of valuations entered in the statutory and tax balance sheets of the<br />
individual companies as well as from consolidation entries are calculated separately for each fiscal jurisdiction and shown<br />
as deferred tax assets or liabilities. Moreover, deferred tax assets may include claims for tax reductions as a consequence<br />
of the expected utilization of existing loss carryforwards in the following years if their realization is ensured with enough<br />
certainty. deferred taxes are calculated on the basis of tax rates applicable to the reversal in the respective fiscal jurisdictions<br />
which are valid or resolved at the balance sheet date. in addition, deferred taxes can be calculated on the basis of<br />
accounting transactions without any effect on income. deferred tax assets are only accounted for to the extent in which<br />
the realization of the associated benefit appears to be likely. if this criterion is not met, provisions are set up taking into<br />
account earnings in the past and expected business development in the foreseeable future.<br />
Assumptions and estimates<br />
in connection with the preparation of the consolidated financial statements it is partly necessary to make assumptions and<br />
estimates which affect the amounts and classification of assets and liabilities, income and expenses as well as contingent<br />
liabilities. actual values may differ from the assumptions and estimates in particular instances. adjustments will affect<br />
results at the time when better knowledge is available.<br />
Government grants<br />
Government grants in respect of tangible fixed assets are deferred and released over the expected useful life of the<br />
related asset.<br />
iii. notes to the balance sheet<br />
1. INTANGIBLE FIxED ASSETS<br />
intangible fixed assets are analyzed as follows:<br />
in kEur 31 December <strong>2007</strong> 31 December 2006<br />
Concessions, industrial and similar rights and assets 804 720<br />
Goodwill 24,725 22,201<br />
prepayments 0 114<br />
Total 25,529 23,036<br />
57
58<br />
pursuant to ifrS 3, goodwill has not been regularly amortized since 1 January 2005. an impairment test was made in<br />
accordance with iaS 36 in the past financial year by applying the discounted cash flow method based on the respective<br />
business planning data. No write-down was necessary in the financial year <strong>2007</strong>.<br />
the impairment test was based on the following assumptions:<br />
an interest rate of 7% was used as a basic discount factor. it corresponds to the interest rate payable with respect to the<br />
loan issued by us plus a markup of some 1% to cover the general risk. the discount factor is increased by 2% to reflect<br />
the risk of changing cash flows resulting from fluctuating exchange rates. the discount factor is also increased by 2% to<br />
take into consideration the low level of planning certainty at newly established or acquired companies and companies in<br />
the process of restructuring.<br />
the development of intangible fixed assets for the financial years <strong>2007</strong> and 2006 is shown in the fixed assets movements<br />
schedule included in the Group consolidated financial statements.<br />
2. PROPERTY, PLANT AND EQUIPMENT<br />
property, plant and equipment is analyzed as:<br />
in kEur 31 December <strong>2007</strong> 31 December 2006<br />
land, land rights and buildings including buildings on third-party land 6,957 5,955<br />
technical equipment and machinery 19,433 14,953<br />
other equipment, operating and office equipment 3,276 2,584<br />
prepayments and assets under construction 115 63<br />
Total 29,781 23,555<br />
Net book values of tangible fixed assets are deduced from their purchase costs. accumulated depreciation on tangible<br />
fixed assets amounted to Eur 42.8 million (previous year: Eur 39.7 million).<br />
tangible fixed assets include leased assets in the amount of Eur 0.1 million (previous year: Eur 0.2 million). they pertain<br />
to operating and office equipment at a subsidiary.<br />
Capital expenditures amounted to Eur 12.5 million in <strong>2007</strong>. they mainly refer to capital spending on replacements. the<br />
acquisition of tangible assets through the initial consolidation of newly acquired companies entailed Eur 2.6 million of<br />
purchase and production costs and Eur 1.3 million of residual book values.<br />
the development of property, plant and equipment for the financial years <strong>2007</strong> and 2006 is shown in the fixed assets<br />
movements schedule included in the Group consolidated financial statements.
3. FINANCIAL ASSETS<br />
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents<br />
financial assets are analyzed as follows:<br />
in kEur 31 December <strong>2007</strong> 31 December 2006<br />
Shares in affiliated companies 54 135<br />
investments 1 19<br />
Securities 10,028 0<br />
Total 10,083 154<br />
Shares in affiliated companies pertain to companies that are immaterial with respect to the evaluation of the Group’s net<br />
assets, financial and earnings position and have, therefore, not been included in the consolidation.<br />
Securities involve investments in money market funds and are categorized as financial assets available for sale in<br />
accordance with iaS 39; they are stated at the fair value (market value). the account in which the money market funds<br />
are held was pledged to the lender (see note 11).<br />
the development of financial assets for the financial years <strong>2007</strong> and 2006 is shown in the fixed assets movements<br />
schedule included in the Group consolidated financial statements.<br />
4. DEFERRED TAx ASSETS<br />
deferred tax assets pertain to the following items:<br />
in kEur 31 December <strong>2007</strong> 31 December 2006<br />
accumulated tax loss carryforwards 3,681 2,172<br />
Non-current assets 145 116<br />
Current assets 83 145<br />
provisions and other liabilities 323 33<br />
Total 4,231 2,467<br />
in Germany, there are trade tax loss carryforwards of Eur 14.5 million and corporate income tax loss carryforwards<br />
of Eur 8.9 million as of the balance sheet date. there are tax loss carryforwards of Eur 7.4 million abroad.<br />
on the basis of the medium-term planning of the companies involved, a tax benefit in the amount of Eur 3,681 thousand<br />
will accrue over the next five years. We already have capitalized this amount now since the probability is almost certain<br />
that the results will be realized by the companies in question.<br />
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60<br />
the development of deferred tax assets is analyzed as follows:<br />
in kEur <strong>2007</strong> 2006<br />
at 1 January 2,467 709<br />
allocation affecting net income in the Group consolidated income statement 1,764 1,757<br />
at 31 december 4,231 2,467<br />
5. INVENTORIES<br />
inventories are analyzed as follows:<br />
in kEur 31 December <strong>2007</strong> 31 December 2006<br />
raw materials, consumables and supplies 3,128 2,973<br />
prepayments 109 54<br />
Total 3,237 3,026<br />
6. TRADE RECEIVABLES<br />
trade receivables are analyzed as follows:<br />
in kEur 31 December <strong>2007</strong> 31 December 2006<br />
accounts receivable from finished goods 28,007 27,064<br />
accounts receivable from work in progress 24,819 14,308<br />
prepayments received on account of work in progress -15,060 -7,005<br />
Total 37,766 34,367<br />
accounts receivable from sales and services have a term of up to one year. in general, accounts receivable from work<br />
in progress have also a term of up to one year. as agreed with customers, we have already received or will receive<br />
prepayments on account of construction contracts to be invoiced only in 2009. Hence a maturity of up to one year can<br />
be assumed in such instances as well.<br />
Sales amounting to Eur 196,092 thousand (previous year: Eur 184,389 thousand) include contract revenues from<br />
long-term make-to-order production (additions to work in progress during fiscal year) amounting to Eur 23,494 thou-
sand (previous year: Eur 13,053 thousand). the accumulated costs pertaining to construction contracts in progress at<br />
the balance sheet date amount to Eur 23,415 thousand (previous year: Eur 13,247 thousand) and the accumulated<br />
profits / losses amount to Eur 1,404 thousand (previous year: Eur 1,061 thousand).<br />
in the Management report (Heading: uS activities have a significant negative effect on <strong>2007</strong> business development)<br />
it has been stated that we are currently prosecuting an action against a client for a total amount of Eur 4.3 million<br />
(uS$ 6.3 million). Since the realization of this income is not regarded as probable, i. e. more likely than not to occur,<br />
and the negotiations for supplementary claims have been broken off. and therefore it is not foresee able whether<br />
the client is likely to accept these supplementary claims, we have not capitalized our claims except for the recognized<br />
portion in the amount of Eur 0.9 million (uS$ 1.3 million).<br />
7. LIQUID ASSETS<br />
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents<br />
Cash and cash equivalents amounted to Eur 7.6 million at 31 december <strong>2007</strong> (previous year: Eur 29.0 million). they<br />
comprise available cash and mainly call money. on average, liquid assets carried interest at 2.0% at the balance sheet<br />
date. there were no drawing restrictions.<br />
8. OTHER CURRENT ASSETS<br />
other current assets are analyzed as follows:<br />
in kEur 31 December <strong>2007</strong> 31 December 2006<br />
Current tax receivables 4,936 2,235<br />
prepaid expenses 1,277 891<br />
receivables from related parties 0 818<br />
Sundry 3,873 3,238<br />
Total 10,086 7,182<br />
a substantial portion of the increase in current tax receivables involves the value-added tax receivables of MGr.<br />
in addition, MSpu has significant income tax receivables in <strong>2007</strong> as a result of tax loss carrybacks.<br />
in the previous year, receivables from related parties existed with respect to GMiS, which is associated with the property<br />
of the Chairman of the Supervisory board dr Wulf-dieter H. Greverath. the loan was paid off as agreed in <strong>2007</strong>.<br />
the other short-term assets have a term of up to one year. the fair value corresponds to the carrying amount.<br />
61
62<br />
9. EQUITY<br />
Subscribed capital<br />
the parent company’s issued capital amounted to Eur 19,500 thousand at the balance sheet date. this corresponds<br />
to the subscribed capital shown in the Group balance sheet. it is split into 19,500,000 non-par-bearer shares, each with<br />
a Eur 1 share of the issued capital. in the previous year, Eur 15.500 thousand of issued capital was first contributed<br />
by means of conversion in accordance with Section 190 et seq. of the German Conversion act (umwG) of the previous<br />
Mühlhan Surface protection international GmbH, Hamburg. in october 2006, issued capital was increased by a<br />
Eur 4,000 thousand new share issue.<br />
on 28 March <strong>2007</strong>, SG / GS Europe l.p., Edinburgh, SGCE investment Holdings i Sarl, luxembourg, SGCE investments<br />
i Sarl, luxembourg, SGCE Holding i Sarl, luxembourg, SG Capital Europe fund i l.p., london and SG Capital Europe<br />
ltd., london, advised us, in accordance with Section 20 para. 5 of the German Stock Corporation act (aktG), that they<br />
indirectly hold less than one fourth of the shares in <strong>Muehlhan</strong> aG, in accordance with Section 16 para. 2 and 4 aktG.<br />
on 3 May <strong>2007</strong>, GiVE Maritime and industrial Services GmbH, itzehoe, informed us, in accordance with Section 20<br />
para. 5 aktG, that it holds less than one fourth of the shares of the company.<br />
on 3 May <strong>2007</strong>, dr Wulf-dieter H. Greverath and Ms. angelika Ebba Greverath advised us, in accordance with<br />
Section 20 para. 5 aktG, that they do not hold an indirect majority stake in the company and, in accordance with<br />
Section 16 para. 4 aktG, they indirectly hold more than one fourth of the shares, including their interests in GiVE<br />
Maritime and industrial Services GmbH, itzehoe and Greverath investment Verwaltungs- und Erhaltungs-Gbr, Hamburg,<br />
which they control.<br />
on 3 May <strong>2007</strong>, Greverath investment Verwaltungs- und Erhaltungs-Gbr advised us, in accordance with Section 20<br />
para. 5 aktG, that it holds less than one fourth of the shares in our company directly and, in accordance<br />
with Section 16 para. 4 aktG, it indirectly no longer holds a majority stake, including its interest in GiVE Maritime and<br />
industrial Services GmbH, itzehoe, which it controls. indirectly, including its interest in GiVE Maritime and industrial<br />
Services GmbH, it holds more than one fourth of our company, in accordance with Section 16 para. 4 aktG.<br />
the parent company’s authorized capital amounts to Eur 9,250 thousand.<br />
Capital reserves<br />
in the previous year, the premium from the issuance of 4 million new shares totaling Eur 19,200 thousand was allocated<br />
to capital reserves. Expenses in connection with the issuance of own stock less attributable tax charges in the net amount<br />
of Eur 1,205 thousand were offset against capital reserves.
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents<br />
Other reserves<br />
other reserves are analyzed as follows:<br />
in kEur 31 December <strong>2007</strong> 31 December 2006<br />
revenue reserves 4,903 4,111<br />
Currency translation reserve -1,224 -1,520<br />
revaluation reserve 16 0<br />
reserve in connection with the first-time application of ifrS 589 589<br />
Total 4,283 3,180<br />
in the financial year <strong>2007</strong>, in accordance with the resolution on appropriation of profits, Eur 50 thousand was transferred<br />
from retained profits brought forward to the parent company’s revenue reserves.<br />
Retained earnings<br />
in the financial year <strong>2007</strong>, no dividends were distributed to shareholders (previous year: Eur 6,865 thousand).<br />
Minority interests<br />
due to the increase in MdK’s shares in MNo from 72% to 100% in January <strong>2007</strong>, there are only minority interests in MGr<br />
and MMf at the balance sheet date. MyaG holds 70% of MMf and 51% of MGr. in the reporting year <strong>2007</strong>, results totaling<br />
Eur 525 thousand (previous year: Eur 277 thousand) were allocated to other shareholders in these companies.<br />
10. PENSION ACCRUALS<br />
pension accruals amounted to Eur 645 thousand (previous year: Eur 519 thousand). there are no plan assets. of the<br />
total amount some Eur 232 thousand (previous year: Eur 71 thousand) are attributable to companies abroad.<br />
in addition to contributory pension plans which do not result in additional pension obligations apart from current payments<br />
of contributions there are also defined benefit pension plans at two Group companies in Germany which relate almost<br />
entirely (97%) to pension obligations to a retired former managing director of a subsidiary.<br />
the valuation of these accruals was made on the basis of the life expectancy tables “2005 G” of dr Klaus Heubeck by applying<br />
the projected unit credit method under iaS 19. for <strong>2007</strong> and 2006 a discount factor of 5.0% or 4.0% was assumed,<br />
along with future pension payment increases of 1.75% or 0.8%. Since the only person covered by these pension plans<br />
is already retired, there was no need to take future salary increases and fluctuation of personnel into account.<br />
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64<br />
the development of the Group’s pension accruals is analyzed as follows:<br />
in kEur <strong>2007</strong> 2006<br />
at 1 January 519 520<br />
interest with respect to earned pension entitlements 17 18<br />
benefits paid -36 -33<br />
addition of defined-contribution plans through initial consolidation 93 0<br />
increase in accruals – contributory pension plans 52 14<br />
At 31 December 645 519<br />
it is assumed that pension payments in 2008 will correspond to the level of the previous year. actuarial gains or losses<br />
were not set off since they did not exceed the 10% corridor.<br />
11. FINANCIAL LIABILITIES<br />
financial liabilities are analyzed by maturities as follows:<br />
in kEur <strong>2007</strong> Time to maturity 2006 Time to maturity<br />
Total 0-1 year<br />
1-5<br />
years<br />
> 5<br />
years Total 0-1 year<br />
loans 34,527 0 7,000 27,527 34,401 0 0 34,401<br />
liabilities to banks 1,984 1,984 0 0 233 233 0 0<br />
Total 36,511 1,984 7,000 27,527 34,634 233 0 34,401<br />
on 28 March 2006, the parent company issued a Eur 35 million loan. the loan is not collaterized and runs until 2016.<br />
repayment will be in five equal annual installments as from 2012. the loan carries interest at 5.77% payable every six<br />
months in arrears. the prudential insurance Company of america subscribed the loan. the transaction expenses of the<br />
loan amounted to nearly Eur 1.2 million. the loan is stated at amortized costs after taking into account the transaction<br />
expenses. all bank liabilities existing at the time of the issuance of the loan were repaid as a consequence of the inflow of<br />
funds. in the next four years, the loan will lead to annual outflows of funds of Eur 2,020 thousand, in 2012 to an outflow<br />
of Eur 8,818 thousand, and thereafter Eur 31,231 thousand. two performance-linked requirements of the loan could<br />
not be met due to weak profitability. an “amendment” was agreed with the lender in Mid-March 2008, according to<br />
which he waives the termination right to which he is entitled as a result of the violation of the bond terms. in return, in<br />
december <strong>2007</strong> we pledged half of the Eur 10.0 million amount for the expected term of 14 or 26 months. an interest<br />
adjustment could be avoided through the agreement of a one-time payment of Eur 120 thousand. to our knowledge,<br />
no active market exists for this loan, so that the fair value approximates the book value as far as we know. the liquidity<br />
situation of the Group is hereby not endangered (see also note no. 3).<br />
1-5<br />
years<br />
> 5<br />
years
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents<br />
the MyaG Group has at its disposal credit lines totaling Eur 10.6 million (previous year: Eur 11.6 million), which can be<br />
used at MyaG’s discretion as cash loans and guarantee credits. Moreover, primarily Euler Hermes Kreditversicherungs<br />
aG and Zürich Versicherung aktiengesellschaft as well as other similar institutes have provided guarantee lines totaling<br />
Eur 31.6 million (previous year: Eur 26.9 million). apart from indebtedness to banks in the amount of Eur 2.0 million<br />
(previous year: Eur 0.2 million), guarantee credit totaled Eur 13.0 million (previous year: Eur 5.0 million) at 31 december<br />
<strong>2007</strong>. apart from cash and cash equivalents, the company had at its disposal unused credit and guarantee lines in the<br />
amount of Eur 27.2 million (previous year: Eur 33.3 million) at 31 december <strong>2007</strong>. the effective interest rate attributable<br />
to financial liabilities amounted to 6.1% on average during the financial year.<br />
12. DEFERRED GOVERNMENT GRANTS<br />
Government grants in connection with tangible assets are treated as deferred income and are recorded as income over<br />
the expected useful life of the related asset.<br />
13. OTHER LIABILITIES<br />
other liabilities can be categorized by maturity as follows:<br />
in kEur <strong>2007</strong> Time to maturity 2006 Time to maturity<br />
Total 0-1 year<br />
1-5<br />
years<br />
> 5<br />
years Total 0-1 year<br />
tax liabilities 2,816 2,816 0 0 3,266 3,266 0 0<br />
liabilities relating to social security 1,489 1,489 0 0 1,903 1,903 0 0<br />
liabilities to personnel 4,599 4,599 0 0 4,212 4,212 0 0<br />
lease liabilities 140 79 61 0 193 62 131 0<br />
deferred income 357 357 0 0 617 617 0 0<br />
Sundry liabilities 1,714 1,714 0 0 1,967 1,967 0 0<br />
Total 11,115 11,054 61 0 12,158 12,027 131 0<br />
liabilities with respect to finance leases amount to Eur 140 thousand (previous year: Eur 193 thousand) at the balance<br />
sheet date. the scope of the Group’s finance leases is insignificant and will further decrease since the liquidity will enable<br />
the Group to purchase assets in the future. Existing agreements will expire over the next two years. the liabilities will not<br />
be cleared prior to maturity from a cost point of view.<br />
the fair value of other liabilities corresponds to the carrying amount.<br />
1-5<br />
years<br />
> 5<br />
years<br />
65
66<br />
14. DEFERRED TAx LIABILITIES<br />
the company’s deferred tax liabilities relate to the items shown below as follows:<br />
in kEur 31 December <strong>2007</strong> 31 December 2006<br />
Non-current assets 286 152<br />
Current assets 458 439<br />
provisions and other liabilities 348 442<br />
Total 1,093 1,033<br />
deferred tax liabilities developed as follows:<br />
in kEur <strong>2007</strong> 2006<br />
at 1 January 1,033 692<br />
allocation affecting net income in the Group consolidated income statement 60 341<br />
At 31 December 1,093 1,033<br />
15. PROVISIONS AND CONTINGENT LIABILITIES<br />
the development of tax provisions is presented as follows:<br />
in kEur At 1 January <strong>2007</strong><br />
Exchange<br />
differences Utilization Release Addition At 31 December <strong>2007</strong><br />
tax provisions 2,077 -24 1,605 67 1,080 1,461<br />
tax provisions mainly comprise taxes on income incurred in the financial year <strong>2007</strong> but not yet paid as well as tax<br />
payments expected for prior years. No deferred taxes are included. reference is made to no. 8 of these notes. the<br />
tax provisions are expected to result in an outflow of funds in the following financial year.
other provisions developed as follows:<br />
in kEur At 1 January <strong>2007</strong><br />
Exchange<br />
differences Utilization Release Addition At 31 December <strong>2007</strong><br />
Warranties 738 -40 273 96 48 376<br />
anticipated losses 735 25 760 34 34<br />
phantom shares 0 60 60<br />
Total 1,473 -16 1,033 96 143 470<br />
the accrual for anticipated losses at 31 december 2006 was fully utilized in <strong>2007</strong>. in our opinion, other accruals will result<br />
in an outflow of funds in the following financial year.<br />
in the Management report (Heading: uS activities have a significant negative effect on <strong>2007</strong> business development)<br />
it has been stated that a client is asserting claims totaling Eur 2.2 million (uS$ 3.3 million) for damages and additional<br />
expenditures. a potential obligation is involved that results from past activities and whose existence is dependent on the<br />
occurrence or non-occurrence of several uncertain future events, and therefore is not completely under our control.<br />
Since there are more arguments in favour than opposed that a current obligation does not exist, we have not set up<br />
any liabilities or accruals for this.<br />
We have withheld a remaining installment from the acquisition of CCC of Eur 0.7 million (uS$ 1.0 million), which<br />
would have been due in the third quarter of <strong>2007</strong>. it is possible that we will assert claims for damages against the seller.<br />
Since realization is not regarded as probable, i. e. more likely than not to occur, we have not reduced the liability.<br />
there are no contingent liabilities which are likely to result in an outflow of funds.<br />
16. TRADE PAYABLES<br />
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents<br />
the fair value of trade payables corresponds to the carrying amount. all liabilities have a residual term of up to one year.<br />
67
68<br />
iv. segMent reporting<br />
17. REPORTING BY SEGMENT<br />
primary reporting is by geographical region, distinguishing between Europe, america and asia. Secondary reporting is by<br />
division. the <strong>Muehlhan</strong> Group does business in Ship Newbuilding, Ship repair, oil & Gas offshore and industry Services<br />
divisions. Central functions and consolidation effects are shown in a separate entry to ensure transition to the Group.<br />
in primary reporting, figures by region are broken down by external revenue, segment result (profit from operations (Ebit)),<br />
gross assets, debts, investments and depreciation. inter-segment sales revenue, other items with no effect on results,<br />
and direct investment income are not listed because they are immaterial. the <strong>Muehlhan</strong> Group does business in all<br />
divisions in all regions, only in asia the Ship Newbuilding division was not taken into account until <strong>2007</strong>. Within divisions,<br />
figures are broken down by external sales revenue and Ebit. any further breakdown would not be useful since various<br />
assets are used in different business segments.<br />
breakdown by region:<br />
in kEur External revenues EBIT Depreciation<br />
<strong>2007</strong> 2006 <strong>2007</strong> 2006 <strong>2007</strong> 2006<br />
Europe 156,843 131,132 14,004 11,234 3,416 3,266<br />
america 26,730 44,753 -7,280 2,127 1,860 1,598<br />
asia 12,399 8,152 1,952 -840 738 507<br />
Central divisions / Consolidation 120 352 -5,815 -4,417 487 403<br />
Total 196,092 184,389 2,861 8,104 6,501 5,774<br />
in kEur<br />
Gross assets<br />
(balance sheet total) Debts Investments<br />
<strong>2007</strong> 2006 <strong>2007</strong> 2006 <strong>2007</strong> 2006<br />
Europe 67,943 55,386 35,965 29,911 6,796 2,844<br />
america 16,415 19,389 3,862 13,684 1,294 3,872<br />
asia 16,064 8,230 8,442 7,250 3,038 680<br />
Central divisions / Consolidation 27,896 39,762 20,335 12,635 14,222 703<br />
Total 128,319 122,767 68,605 63,480 25,350 8,099
eakdown by divisions:<br />
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents<br />
in kEur External revenues EBIT<br />
<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />
Ship Newbuilding 65,710 71,564 2,561 3,247<br />
Ship repair 45,086 37,334 6,695 4,250<br />
oil & Gas offshore 13,647 17,616 -2,605 1,868<br />
industry Services / others 71,529 57,522 2,025 3,156<br />
Central divisions / Consolidation 120 352 -5,815 -4,417<br />
Total 196,092 184,389 2,861 8,104<br />
v. notes to the incoMe stateMent<br />
18. COST OF MATERIALS AND PURCHASED SERVICES<br />
Cost of materials is analyzed as follows:<br />
in kEur <strong>2007</strong> 2006<br />
Cost of raw materials, consumables and supplies 40,369 37,026<br />
Cost of purchased services 49,571 38,890<br />
Total 89,940 75,915<br />
19. PERSONNEL ExPENSES<br />
the average number of people employed (including the Executive board) was as follows:<br />
in kEur <strong>2007</strong> 2006<br />
Europe (including central divisions) 1,568 1,514<br />
america 430 556<br />
asia 399 248<br />
Total 2,396 2,318<br />
for the newly acquired MCN, 22 employees on average in asia were taken into account.<br />
69
70<br />
personnel expenses include:<br />
in kEur <strong>2007</strong> 2006<br />
Wages and salaries 59,846 62,742<br />
Social security costs 12,540 11,064<br />
post-employment benefit costs 295 223<br />
Total 72,680 74,029<br />
Employee investment<br />
in January <strong>2007</strong>, <strong>Muehlhan</strong> aG introduced an investment program for executives of the <strong>Muehlhan</strong> Group in the form<br />
of a phantom share program. in doing so, the beneficiaries are granted a claim to a cash payment from the company<br />
that depends on reaching particular goals, and which places the beneficiaries in the same financial position as if they<br />
had acquired a company share at the issue price and resold the share at the market price at the exercise date (so-called<br />
virtual share option program).<br />
the phantom shares of the <strong>Muehlhan</strong> Group may be exercised only if the company shares have experienced an increase<br />
in value of at least 10% per year greater than the ipo price (Eur 5.80) since the allocation date as defined in greater detail<br />
in the terms and conditions. for each tranche of phantom shares allocated to him or her, the beneficiary is bound to a<br />
staggered waiting period that amounts to two years for a third of the allocated phantom shares, three years for another<br />
third, and four years for the last third. the maximum term of the phantom shares is six years; after that they expire.<br />
the issuance of up to 650,000 phantom shares had been planned to members of the Executive board, continental management,<br />
CEos of the subsidiary companies, and other <strong>Muehlhan</strong> aG executives. as of 31 december <strong>2007</strong>, 328,000<br />
phantom shares had been issued. an accrual of Eur 60 thousand was formed for the liability arising from the employee<br />
investment program. a corresponding expense for the allocation is included in personnel expenses.<br />
20. ExPENSES IN RESPECT OF FINANCIAL INSTRUMENTS<br />
Expenses in respect of financial instruments include in <strong>2007</strong> interest expenses and an amount of Eur 126 thousand<br />
incurred in connection with the valuation of the loan at amortized cost (previous year: Eur 90 thousand).<br />
borrowing costs were expensed pursuant to iaS 23. No borrowing costs were capitalized since these costs could not<br />
be directly attributed to a qualifying asset.<br />
21. OTHER OPERATING INCOME AND OTHER OPERATING ExPENSES<br />
other operating income (<strong>2007</strong>: Eur 6,535 thousand; previous year: Eur 4,498 thousand) mainly include income<br />
from GiVE’s waiver of receivables from MCN (Eur 2,009 thousand; previous year: Eur 0 thousand), exchange<br />
gains (Eur 1,939 thousand; previous year: Eur 1,564 thousand), income from the release of provisions and<br />
liabilities uncertain with regard to the amount (Eur 726 thousand; previous year: Eur 869 thousand), income<br />
from the realization of receiv ables written off (Eur 175 thousand; previous year: Eur 632 thousand) and insurance<br />
benefits (Eur 262 thousand; previous year: Eur 370 thousand).
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents<br />
other operating expenses (<strong>2007</strong>: Eur 30,267 thousand; previous year: Eur 25,065 thousand) mainly include<br />
travel expenses (Eur 5,082 thousand; previous year: Eur 4,374 thousand), rentals and incidental expenses (Eur 2,795<br />
thousand; previous year: Eur 2,577 thousand), exchange losses (Eur 4,080 thousand; previous year: Eur 2,499 thousand),<br />
motor vehicle expenses (Eur 2,707 thousand; previous year: Eur 2,215 thousand), repairs (Eur 2,552 thousand;<br />
previous year: Eur 2,244 thousand), write-down and losses of receivables (Eur 1,493 thousand; previous year:<br />
Eur 542 thousand), legal and consultancy expenses (Eur 2,736 thousand; previous year: Eur 1,741 thousand),<br />
insurance premiums (Eur 1,953 thousand; previous year: Eur 1,608 thousand) and staff training and other personnel<br />
costs (Eur 2,151 thousand; previous year: Eur 1,492 thousand).<br />
the aforementioned exchange gains and losses relate to translation adjustments within the meaning of iaS 21.52a.<br />
22. TAxES ON INCOME<br />
taxes on income are analyzed as follows:<br />
in kEur <strong>2007</strong> 2006<br />
Current tax expense -2,354 -2,967<br />
deferred taxes 1,705 556<br />
Total -649 -2,411<br />
in principle, MyaG and its German subsidiaries are subject to the corporate tax and solidarity levy as well as trade tax,<br />
which in <strong>2007</strong> was still deductible from taxable income for corporate tax purposes. this results in a composite tax rate<br />
of 40% in the financial year. However, for 2008 a composite tax rate of 31.5% is assumed, as a result of tax reform in<br />
Germany.<br />
reconciliation of theoretical and actual tax expenses:<br />
in kEur <strong>2007</strong> 2006<br />
Earnings before taxes 1,101 6,333<br />
theoretical tax expenses<br />
at the tax rate of MyaG: 40% -440 -2,533<br />
adjustments as a result of the utilization or<br />
capitalization of hitherto unused tax loss carryforwards 130 377<br />
Effects of differing tax rates -275 41<br />
adjustments as a result of prior period<br />
tax refunds and tax expenses -64 -296<br />
Actual tax expenses -649 -2,411<br />
actual tax rate 59.0% 38.1%<br />
71
72<br />
23. EARNINGS PER SHARE<br />
Earnings per share were calculated on the assumption that 4,000,000 new ordinary shares issued in october 2006<br />
are included in the annual average for two full months. as regards the period prior to the company’s conversion into<br />
a joint stock company, it was assumed for comparative purposes that the number of shares amounted to 15,500,000<br />
in the previous year and up to the conversion date in 2006 since the subscribed capital of the former limited liabi lity<br />
company had been unchanged. this resulted in an average of 16,166,667 ordinary shares in 2006 and an average<br />
of 19,500,000 ordinary shares in <strong>2007</strong>. Since there were no potential ordinary shares at the balance sheet date, basic<br />
and diluted earnings per share are identical.<br />
vi. other disclosures<br />
24. TRANSACTIONS WITH RELATED PARTIES (COMPANIES AND PERSONS)<br />
transactions between the company and its subsidiaries deemed to be related parties have been eliminated on consolidation<br />
and are not commented on in these notes.<br />
related companies and persons have been mentioned under para. 9. the composition of the Executive board and the<br />
Supervisory board is described under para. 28 and para. 29. the Chairman of the Supervisory board, dr Wulf-dieter<br />
H. Greverath, is a related person within the meaning of iaS 24.9 since he is also a major shareholder of <strong>Muehlhan</strong> aG<br />
through companies controlled by him. dr Wulf-dieter H. Greverath and the companies controlled by him are characterized<br />
as “Greverath property” in the following comments. pursuant to a purchase contract of 15 September 2006, <strong>Muehlhan</strong><br />
aG acquired all shares in <strong>Muehlhan</strong> Corrosion protection Service (Shanghai) Co., ltd., Shanghai, China (MCN) from<br />
Greverath property. the purchase contract was entered into at terms usual in the market. the property (including<br />
buildings) at Schlinckstrasse 3 in Hamburg (head office of the Group) has been leased by <strong>Muehlhan</strong> aG from Greverath<br />
property at terms customary in the market. in <strong>2007</strong> the Group’s expenses with respect to Greverath property totaled<br />
Eur 491 thousand for rent, real estate taxes, Supervisory board compensation, and reimbursements of costs. these<br />
expenses were offset by income in <strong>2007</strong> in the amount of Eur 2,077 thousand, of which Eur 2,009 thousand are<br />
attributable to a waiver of receivables and otherwise from interest income and cost transfers.<br />
at the balance sheet date, there were trade receivables from cost transfers against the Greverath property in the amount<br />
of Eur 20 thousand and trade payables in the amount of Eur 1,027 thousand. the payables involve the purchase price<br />
for the acquisition of MCN, Supervisory board compensation and cost reimbursements.<br />
25. OTHER FINANCIAL COMMITMENTS AND CONTINGENT LIABILITIES<br />
at the balance sheet date, normal contingent liabilities existed in respect of consortium memberships.<br />
other financial commitments consisting mainly of rental and lease payments amounted to Eur 3,364 thousand of which<br />
Eur 1,309 thousand is due in 2008, Eur 833 thousand is due in 2009 and Eur 1,222 thousand is due at a later date.
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents<br />
26. ExECUTIVE BOARD<br />
Members of the parent company’s Executive board are:<br />
dr andreas C. Krüger (Chairman), Hamburg<br />
Mr bernd Janssen, buchholz<br />
Mr Carsten Ennemann, Hamburg<br />
one director represents the company jointly with another director or authorized officer. dr Krüger is exempted from the<br />
restrictions imposed by Section 181 of the German Civil Code (bGb). the salaries of the parent company’s Executive<br />
board amounted to Eur 895 thousand in the financial year.<br />
27. SUPERVISORY BOARD<br />
Members of the Supervisory board in the reporting year were:<br />
dr Wulf-dieter H. Greverath (Chairman), Managing director, Hamburg<br />
dipl.-ing. dr Gottfried Neuhaus, Managing director, Hamburg<br />
Mr philip percival, Managing director, london, Great britain<br />
on 11 february 2008, the Supervisory board was paid Eur 50 thousand in expenses for <strong>2007</strong>.<br />
28. FINANCIAL INSTRUMENTS<br />
With respect to trade receivables, other receivables and other assets, loans, cash and cash equivalents, trade payables<br />
and other liabilities, the book value approximates the market value. financial investments include interests that do not<br />
trade on an active exchange and whose fair value cannot be determined reliably. therefore, they continue to be valued at<br />
their acquisition cost. Similarly, the loan issued in 2006 is valued at its acquisition cost. in addition, we refer to Section ii.<br />
of these notes, significant consolidation, accounting and valuation principles.<br />
Capital risk management<br />
the <strong>Muehlhan</strong> Group manages its capital with the objective of maximizing the income of stakeholders by optimizing<br />
the relationship of external and equity capital. the equity ratio of Group companies should not be less than 25%. No target<br />
is set for the parent company. for the Group there is a minimum consolidated equity ratio of 27.5% (from 2008: 30%)<br />
in the reporting year, which must be maintained in accordance with bond terms. as of 31 december <strong>2007</strong>, the Group<br />
had a consolidated equity ratio of 46.5% (previous year: 48.3%).<br />
Financial risk management<br />
the parent company provides various treasury services to the Group companies. for example, it prepares a rolling<br />
liquidity preview at regular intervals. otherwise, a cash pooling system is used whenever it is structurally possible. in<br />
addition, the parent company regulates, manages and issues loans and makes available its own and, in cooperation<br />
with specialized external companies, external bonding capacities. We assess specific risk exposures as follows:<br />
73
74<br />
Default risk<br />
default or credit risks exist when contractual partners do not meet their obligations. <strong>Muehlhan</strong> regularly analyzes<br />
the creditworthiness of every significant debtor and sets credit limits on this basis. due to the <strong>Muehlhan</strong> Group’s global<br />
activities and diverse client base, there are no significant concentrations of default risks. the book value of all financial<br />
assets plus the nominal values of contingencies without potential warranty obligation represents the maximum default<br />
risk of the <strong>Muehlhan</strong> Group. to the extent that default risks are foreseeable for financial assets, they are reflected by value<br />
adjustments.<br />
Interest rate risk<br />
Some 95% of the financial liabilities of the Group carry a long-term fixed interest rate. thus the Group does not face a<br />
noteworthy interest rate risk.<br />
Liquidity risk<br />
risks from cash flow fluctuations are detected early by liquidity planning systems. the issuance of the loan and new<br />
shares in 2006 has improved the liquidity situation of the Group on a sustained basis.<br />
Currency risk<br />
almost 60% of the revenues of the Group are generated in Euros or in the danish krone, which scarcely fluctuates in relation<br />
to the Euro. the remaining revenues generated in foreign currencies are essentially matched by costs in the same<br />
currency, so that currency risk from operations is restricted to the profit contribution of the corresponding companies.<br />
the Group does not hedge this risk.<br />
overall, foreign currency losses attributable to the strong Euro reduced the Group’s net income in <strong>2007</strong> by a total<br />
of Eur 2.1 million. Most of this amount results from loan financing provided by the parent company for subsidiaries in<br />
the foreign exchange zone. the primary currencies responsible for losses at Group level are the uS dollar (Eur 1.0<br />
million), the united arab Emirates dirham, the Qatari rial (Eur 0.4 million) and the british pound (Eur 0.3 million). by<br />
virtue of the Group’s altered financial structure, the impact of future exchange rate fluctuations on the income statement<br />
is expected to be sharply reduced as of 2008.<br />
Hamburg, 26 March 2008<br />
the Executive board
Statement of the<br />
Auditors´ <strong>Report</strong> *<br />
„Auditors´ <strong>Report</strong> (Free translation of the original German Auditors´ <strong>Report</strong>)<br />
We have audited the consolidated financial statements prepared by <strong>Muehlhan</strong> <strong>AG</strong>, Hamburg, comprising the<br />
balance sheet, the income statement, statement of changes in equity, cash flow statement and the notes to the<br />
consolidated financial statements, together with the group management report for the financial year from 1<br />
January <strong>2007</strong> to 31 December <strong>2007</strong>. The preparation of the consolidated financial statements and the group<br />
management report in accordance with IFRSs as adopted by the EU, and the additional requirements of<br />
German commercial law pursuant to § 315a Abs. [paragraph] 1 HGB and supplementary provisions of the<br />
articles of incorporation are the responsibility of the parent company’s management. Our responsibility is to<br />
express an opinion on the consolidated financial statements and on the group management report based on<br />
our audit. In addition we have been instructed to express an opinion as to whether the consolidated financial<br />
statements comply with full IFRS.<br />
We conducted our audit of the consolidated financial statements in accordance with § 317 HGB and German<br />
generally accepted standards for the audit of financial statements promulgated by the Institut der<br />
Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we plan and<br />
perform our audit such that misstatements materially affecting the presentation of the net assets, financial<br />
position and results of operations in the consolidated financial statements in accordance with the applicable<br />
financial reporting framework and in the group management report are detected with reasonable assurance.<br />
Knowledge of the business activities and the economic and legal environment of the Group and expectations<br />
as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness<br />
of the accounting-related internal control system and the evidence supporting the disclosures in the<br />
consolidated financial statements and the group management report are examined primarily on a test basis<br />
within the framework of the audit. The audit includes assessing the annual financial statements of those entities<br />
included in consolidation, the determination of entities to be included in consolidation, the accounting and<br />
consolidation principles used and significant estimates made by management, as well as evaluating the overall<br />
presentation of the consolidated financial statements and the group management report. We believe that our<br />
audit provides a reasonable basis for our opinion.<br />
Our audit has not led to any reservations.<br />
In our opinion, based on the findings of our audit, the consolidated financial statements comply with IFRSs as<br />
adopted by the EU, the additional requirements of German commercial law pursuant to § 315a Abs. 1 HGB and<br />
supplementary provisions of the articles of incorporation and full IFRS and give a true and fair view of the net<br />
assets, financial position and results of operations of the Group in accordance with these requirements. The<br />
group management report is consistent with the consolidated financial statements and as a whole provides a<br />
suitable view of the Group’s position and suitably presents the opportunities and risks of future development.“<br />
Hamburg, 26 March 2008<br />
* Translation of the German Auditors´ <strong>Report</strong><br />
BDO Deutsche Warentreuhand<br />
Aktiengesellschaft<br />
Wirtschaftsprüfungsgesellschaft<br />
(Rohardt)<br />
Wirtschaftsprüfer<br />
(ppa. Armbrecht)<br />
Wirtschaftsprüfer<br />
75
76<br />
Addresses<br />
Worlwide<br />
EuRoPE<br />
Germany<br />
<strong>Muehlhan</strong> <strong>AG</strong><br />
21107 Hamburg – Schlinckstraße 3<br />
Chairman of the Executive board:<br />
dr andreas C. Krüger<br />
Chairman of the Supervisory board:<br />
dr Wulf-dieter H. Greverath<br />
phone +49 (0)40 752 71-0<br />
fax +49 (0)40 752 71-123<br />
www.muehlhan.com<br />
myag@muehlhan.com<br />
<strong>Muehlhan</strong> GmbH<br />
26699 Emden – postfach 19 65<br />
Managing directors:<br />
andreas biermann, Christian petschke<br />
phone +49 (0)4921 973 90<br />
fax +49 (0)4921 290 33<br />
emden@muehlhan.com<br />
<strong>Muehlhan</strong> Bremen GmbH<br />
28755 bremen – am Werfttor 8<br />
Managing directors:<br />
Siegbert Marquardt, Michael Schaak<br />
phone +49 (0)421 693 26-9<br />
fax +49 (0)421 693 26-88<br />
bremen@muehlhan.com<br />
<strong>Muehlhan</strong> Equipment Services GmbH<br />
21107 Hamburg – Schlinckstraße 3<br />
Managing director: dr andreas C. Krüger<br />
phone +49 (0)40 752 71-0<br />
fax +49 (0)40 752 71-130<br />
mes@muehlhan.com<br />
<strong>Muehlhan</strong> Rostock GmbH<br />
18119 rostock – Werftallee 10<br />
Managing director: behrend Mühlhan<br />
phone +49 (0)381 519 20 58<br />
fax +49 (0)381 524 00<br />
rostock@muehlhan.com<br />
Gerüstbau <strong>Muehlhan</strong> GmbH<br />
21109 Hamburg – rubbertstraße 31<br />
Managing director: Gerd Herrmann<br />
phone +49 (0)40 75 60 95-0<br />
fax +49 (0)40 75 60 95-60<br />
geruestbau@muehlhan.com<br />
Denmark<br />
<strong>Muehlhan</strong> A / S<br />
5492 Vissenbjerg – Hestehavevej 6<br />
Managing director: Jens Moerk<br />
phone +45 (0)64 47 13 13<br />
fax +45 (0)64 47 13 33<br />
denmark@muehlhan.com<br />
France<br />
<strong>Muehlhan</strong> S.A.R.L.<br />
44612 St. Nazaire Cedex –<br />
base-Vie Sous-traitants Cat / bp 119<br />
rue de la forme Joubert<br />
Managing director: Christian Guienne<br />
phone +33 (0)240 22 65 53<br />
fax +33 (0)240 22 65 54<br />
france@muehlhan.com<br />
Greece<br />
<strong>Muehlhan</strong> Hellas S.A.<br />
12462 Haidari athens – 12, palaska Street – Skaramanga<br />
Managing directors: theodosius Nalbantudis, ioannis ragios<br />
phone +30 (0)210 557 69 94<br />
fax +30 (0)210 557 84 43<br />
greece@muehlhan.com<br />
Great Britain<br />
<strong>Muehlhan</strong> Surface Protection Ltd.<br />
ab21 0Gl aberdeen – unit 9, Greenrole trading Estate<br />
Kirkhill industrial Estate, Howemoss drive, dyce<br />
Managing director: robert Jack<br />
phone +44 (0)122 477 30 17<br />
fax +44 (0)122 477 45 22<br />
mgb@muehlhan.com<br />
Netherlands<br />
<strong>Muehlhan</strong> B.V.<br />
3133 KK Vlaardingen – James Wattweg 26<br />
Managing director: ronald van der Giessen<br />
phone +31 (0)10 426 49 60<br />
fax +31 (0)10 473 58 14<br />
netherlands@muehlhan.com<br />
Norway<br />
<strong>Muehlhan</strong> Norge AS<br />
4033 Stavanger – fabrikkveien 2<br />
Managing director: Jens Moerk<br />
phone +47 (0)51 69 61 00<br />
fax +47 (0)51 69 00 99<br />
norway@muehlhan.com<br />
Poland<br />
<strong>Muehlhan</strong> Sp. z o.o.<br />
80-531 Gdansk – ul. Sucha 31<br />
Managing director: Zbigniew Skrzydlowski<br />
phone +48 (0)58 343 22 53<br />
fax +48 (0)58 343 02 24<br />
gdansk@muehlhan.com<br />
<strong>Muehlhan</strong> Steel Services Sp. z o.o.<br />
71-012 Szczecin – ul. bronowicka 27<br />
Contact person: Gerrit Van’t Verlaat<br />
phone +48 (0)91 814 09 00<br />
fax +48 (0)91 482 41 07<br />
info.mpl@muehlhan.com
ussia<br />
<strong>Muehlhan</strong> Morflot OOO<br />
198035 St. Petersburg – Room 10-H<br />
Gapsalskaya Street, 5-A<br />
Managing Director: Sergey Morosov<br />
Phone +7 (0)812 335 79 65<br />
Fax +7 (0)812 335 79 67<br />
morflot@muehlhan.com<br />
turkey<br />
<strong>Muehlhan</strong> Ellas S.A.<br />
6-A Tuzla / Istanbul – Istanbul Turkiye Subesi<br />
Icmeler Rauf Orbay Cad. Rize is Hani<br />
Managing Directors:<br />
Theodosius Nalbantudis, Ioannis Ragios<br />
Phone +90 (0)216 44 60 07-161<br />
Fax +90 (0)216 44 60 07-161<br />
turkey@muehlhan.com<br />
asia<br />
United Arab Emirates<br />
<strong>Muehlhan</strong> Dehan L.L.C.<br />
Abu Dhabi – P.O. Box 93464<br />
Managing Director: Günter Buhr<br />
Phone +971 (0)2 673 44 29<br />
Fax +971 (0)2 673 44 59<br />
uae@muehlhan.com<br />
Procon Emirates L.L.C.<br />
Abu Dhabi – P.O. Box 27388<br />
Managing Director: Günter Buhr<br />
Phone +971 (0)2 621 86 0<br />
Fax +971 (0)2 621 86 29<br />
procon@muehlhan.com<br />
Procon Emirates L.L.C.<br />
Dubai – P.O. Box 82972<br />
Managing Director: Günter Buhr<br />
Phone +971 (0)2 674 09 90<br />
Fax +971 (0)2 674 50 23<br />
procon@muehlhan.com<br />
Qatar<br />
<strong>Muehlhan</strong> Dehan Qatar W.L.L.<br />
Doha – Al Mannai Travel Building, Musherib Area<br />
Office #12, 2nd Floor<br />
Managing Director: Günter Buhr<br />
Phone +974 (0)437 34 12<br />
Fax +974 (0)437 28 93<br />
qatar@muehlhan.com<br />
people’s republic of China<br />
<strong>Muehlhan</strong> Corrosion Protection Service<br />
(Shanghai) Co., Ltd.<br />
Shanghai 200011 – Suite 2301<br />
1228 Zhong Shan Nan Rd<br />
Managing Director: Hongbo Zhu<br />
Phone +86 (0)21 63 08 18 55<br />
Fax +86 (0)21 63 08 38 82<br />
china@muehlhan.com<br />
Gerüstbau <strong>Muehlhan</strong> GmbH<br />
Hamburg – Germany<br />
<strong>Muehlhan</strong> Rostock GmbH<br />
Rostock – Germany<br />
<strong>Muehlhan</strong> Equipment<br />
Services GmbH<br />
Hamburg – Germany<br />
<strong>Muehlhan</strong> GmbH<br />
Emden – Germany<br />
<strong>Muehlhan</strong> Bremen GmbH<br />
Bremen – Germany<br />
singapore<br />
Haraco Services Pte. Ltd.<br />
Singapore 758118 – 54 Senoko Road<br />
Managing Director: Sandra Segaran<br />
Phone +65 (0)67 54 55 11<br />
Fax +65 (0)67 54 43 77<br />
singapore@muehlhan.com<br />
<strong>Muehlhan</strong> Pte. Ltd.<br />
Singapore 758118 – 54 Senoko Road<br />
Managing Director: Gautam Arya<br />
Phone +65 (0)67 54 55 11<br />
Fax +65 (0)67 54 43 77<br />
singapore@muehlhan.com<br />
100% 100%<br />
100% 100%<br />
100% 100%<br />
100%<br />
100%<br />
<strong>Muehlhan</strong> Surface Protection Singapore Pte. Ltd.<br />
Singapore 758118 – 54 Senoko Road<br />
Managing Director: Gautam Arya<br />
Phone +65 (0)67 54 55 11<br />
Fax +65 (0)67 54 43 77<br />
singapore@muehlhan.com<br />
Europe<br />
<strong>Muehlhan</strong> Sp.z.o.o.<br />
Gdansk – Poland<br />
<strong>Muehlhan</strong> Steel Services<br />
Sp.z.o.o.<br />
Szczecin – Poland<br />
<strong>Muehlhan</strong> AS<br />
Vissenbjerg – Denmark<br />
<strong>Muehlhan</strong> Norge AS<br />
Stavanger – Norway<br />
Mu<br />
100%<br />
North ameri<br />
united states of amer<br />
<strong>Muehlhan</strong> Surface Protecti<br />
Houston, Tx 77396<br />
5810 Wilson Road, Suite 220<br />
Managing Director: Erich Stolz<br />
Phone +1 (0)281 878 31 00<br />
Fax +1 (0)281 878 31 97<br />
sipco@muehlhan.com<br />
<strong>Muehlhan</strong> Certified Coating<br />
Concord, CA 94518 – 1045 De<br />
Managing Director: John Elias<br />
Phone +1 (0)925 686 15 50<br />
Fax +1 (0)925 671 70 36<br />
ccc@muehlhan.com
ehlhan <strong>AG</strong> (Hamburg, Germany)<br />
<strong>Muehlhan</strong> S.A.R.L.<br />
100% 100%<br />
70%<br />
100%<br />
100%<br />
51%<br />
Ca<br />
ica<br />
n, Inc.<br />
s Inc.<br />
troit Avenue<br />
“lucky” Vervilles<br />
Nazaire – France<br />
<strong>Muehlhan</strong> Morflot OOO<br />
St. Petersburg – Russia<br />
<strong>Muehlhan</strong> B.V.<br />
Vlaardingen – Netherlands<br />
<strong>Muehlhan</strong> Surface<br />
Protection, Ltd.<br />
Aberdeen – Great Britain<br />
<strong>Muehlhan</strong> Hellas S.A.<br />
Athens – Greece<br />
<strong>Muehlhan</strong> Ellas S.A.<br />
Istanbul – Turkey<br />
100%<br />
<strong>Muehlhan</strong> Offshore Inc.<br />
lafayette, lA 70583 – West Willow St<br />
Managing Director: Tim laborde<br />
Phone +1 (0)337 231 00 52<br />
Fax +1 (0)337 231 00 65<br />
meaux@muehlhan.com<br />
<strong>Muehlhan</strong> Marine Inc.<br />
Houston, Tx 77396<br />
5810 Wilson Road, Suite 220<br />
Managing Director: Erich Stolz<br />
Phone +1 (0)281 878 31 00<br />
Fax +1 (0)281 878 31 97<br />
sipco@muehlhan.com<br />
USA Asia<br />
<strong>Muehlhan</strong> Surface<br />
Protection Inc.<br />
Houston – USA<br />
<strong>Muehlhan</strong> Marine Inc.<br />
Houston – USA<br />
<strong>Muehlhan</strong> Offshore Inc.<br />
Lafayette – USA<br />
Meaux Surface Protection<br />
Inc.<br />
Lafayette – USA<br />
<strong>Muehlhan</strong> Certified Coatings<br />
Concord – USA<br />
Certified Coatings Company<br />
Concord – USA<br />
<strong>Muehlhan</strong> United Inc.<br />
Houston – USA<br />
100%<br />
<strong>Muehlhan</strong> Corrosion Protection<br />
Service (Shanghai) Co. Ltd.<br />
Shanghai – China<br />
Haraco Services Pte. Ltd.<br />
Singapore<br />
100% 100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
<strong>Muehlhan</strong> Pte. Ltd.<br />
Singapore<br />
<strong>Muehlhan</strong> Surface Protection<br />
Singapore Pte. Ltd.<br />
Singapore<br />
<strong>Muehlhan</strong> Surface Protection<br />
Middle East L.L.C.<br />
Dubai – UAE<br />
<strong>Muehlhan</strong> Dehan Qatar<br />
W.L.L.<br />
Doha – Qatar<br />
<strong>Muehlhan</strong> Dehan L.L.C.<br />
Abu Dhabi – UAE<br />
<strong>Muehlhan</strong> Middle East<br />
Holding Ltd.<br />
Abu Dhabi – UAE<br />
Procon Emirates L.L.C.<br />
Abu Dhabi – UAE<br />
Procon Emirates L.L.C.<br />
Dubai – UAE<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%
Contacts and<br />
Financial Calendar<br />
muehlhaN ag<br />
Schlinckstraße 3<br />
21107 Hamburg<br />
Phone +49 (0)40 752 71-0<br />
Fax +49 (0)40 752 71-123<br />
www.muehlhan.com<br />
31 March 2008 Publication of year-end results <strong>2007</strong><br />
13 May 2008 Publication of 1st quarter figures 2008<br />
15 May 2008 General Meeting 2008 in Hamburg<br />
15 August 2008 Publication of half-yearly report 2008<br />
14 November 2008 Publication of nine-month figures 2008<br />
31 March 2009 Publication of year-end results 2008<br />
Notes<br />
The <strong>Annual</strong> <strong>Report</strong> is published in German and English.<br />
The German version is authoritative.<br />
For further information about the company visit the website at<br />
www.muehlhan.com.<br />
Forward-lookiNg statemeNts<br />
This report contains forward-looking statements related to the prospects and progress of <strong>Muehlhan</strong> <strong>AG</strong>.<br />
These statements reflect the current views of the management and are based on projections, estimates and expectations.<br />
Our assumptions are subject to risks and uncertainties, and actual results may vary materially.<br />
Although we believe these forward-looking statements to be realistic, there can be no guarantee.<br />
impriNt<br />
Publisher: The Executive Board of <strong>Muehlhan</strong> <strong>AG</strong><br />
Editing und Coordination: Ties Kaiser<br />
Concept and Design: Berichtsmanufaktur GmbH, Hamburg<br />
Photography: <strong>Muehlhan</strong> <strong>AG</strong>, Corbis GmbH, Getty Images Deutschland GmbH, Fotolia,<br />
© Uwe Bergeest / PIxElIO (Cover), © Marco Barnebeck / PIxElIO, © Kurt Michel / PIxElIO, © M. Hitzblech / PIxElIO<br />
As of March 2008<br />
© <strong>Muehlhan</strong> <strong>AG</strong><br />
iNvestor relatioNs<br />
Ties Kaiser<br />
Investor Relations Manager<br />
Phone +49 (0)40 752 71-156<br />
kaiser@muehlhan.com
www.muehlhan.com