Annual Report 2007 - Muehlhan AG

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50 Notes to the Group Consolidated financial Statements i. general coMMents the core business of Muehlhan aG (hereinafter “MyaG” or “company”) and its subsidiaries is surface protection for industrial plants, Ship Newbuilding, Ship repair and offshore facilities. the core business is complemented by access technologies, steel construction and welding services. the company is headquartered at Schlinckstrasse 3, Hamburg, Germany. the competent registration court is in Hamburg. the Group consolidated financial statements of MyaG and its subsidiaries at 31 december 2006 were prepared for the first time in accordance with the international financial reporting Standards (ifrS) promulgated by the inter national accounting Standards board (iaSb) including the interpretations of the international financial reporting interpretations Committee (ifriC) and the complementary provisions of German commercial law applicable under Section 315a para. 1 of the Commercial Code (HGb). ifrS 1, the authoritative standard for first-time applications, was observed. for the Group Consolidated financial Statement as of 31 december 2007, all ifrS and interpretations of the ifriC adopted by the Eu commission as of the balance sheet date whose application is mandatory have been complied with. the consolidated financial statements were prepared in Euro. rounding differences may occur if amounts are shown in millions or thousands of Euros since the individual items included in the calculations are stated in full figures. ii. signiFicant consolidation, accounting and valuation principles the Group consolidated income statement was prepared under the total cost method. Capital consolidation is based on the purchase method. the assets and liabilities of the subsidiaries included in the consolidated financial statements are recognized at their fair values at the transaction date including expenses directly attributable to the acquisition. in the initial consolidation, assets, liabilities and contingent liabilities identifiable within the scope of a merger are recognized at the fair value attributable at the time of acquisition, irrespective of the size of minority interests. the surplus of the cost of acquisition over the Group’s share in the attributable fair value of net assets is recognized as goodwill. if the costs of acquisition are lower than the fair value of net assets attributable to the acquired subsidiary, the balance is taken direct to the income statement. Minority interests are stated at the attributable fair value of assets and liabilities corresponding to their share. losses attributable to minority interests in excess of their share were allocated to the parent company. intercompany receivables and payables are eliminated. differences arising on currency exchanges compared to those in the prior year are accounted for affecting current period results, if originating from the reporting period. in the course of income, proceeds from intercompany sales as well as group internal income and the attributable expenses are set off. Non realized intergroup profits are eliminated.
ManaGeMent divisions share Group ManaGeMent report group Consolidated FinanCial stateMents Consolidation entity and associates the consolidated financial statements include in addition to MyaG 33 fully consolidated subsidiaries in which MyaG directly or indirectly holds a majority of voting rights or is exercising control over financial and business policies. there are no significant associates within the meaning of iaS. Since 31 december 2006, the consolidation entity changed as follows: in January 2007, our subsidiary Muehlhan a / S, Vissenbjerg, denmark (MdK), acquired a 28% interest in Muehlhan Norge aS, Stavanger, Norway (MNo), from the previous minority shareholder. MdK now owns 100% of the shares of MNo. the purchase price for the shares was NoK 2,000 thousand (Norwegian krone). the premium for the purchase of the minority interest in the amount of Eur 243 thousand was offset against revenue reserves. on 29 March 2007, Gerüstbau Muehlhan Verwaltungs GmbH (GMV) and Muehlhan Verwaltungs GmbH (MVr), each headquartered in Hamburg (the general partners of the fully consolidated Gerüstbau Muehlhan GmbH & Co. KG (GMH) and Muehlhan GmbH & Co. KG (MrW)), and Muehlhan bremen GmbH (MHb) each entered into a profit and loss transfer agreement with Muehlhan aG, effective 1 January 2007. at Muehlhan aG’s General Meeting on 15 May 2007, the shareholders approved these agreements. on 5 april 2007, the respective shareholder meetings of GMV and MVr resolved to increase capital. MyaG used the limited partner shares of GMH and MrW as a non-cash contribution for this purpose. in each case, the transfer took contractual effect as of 1 January 2007. it was also resolved that MVr would change its name to Muehlhan rostock GmbH, and that GMV would change its name to Gerüstbau Muehlhan GmbH. the entries were made in the Commercial register on 14 June 2007 and on 5 July 2007, respectively. in 2007 the following companies were newly founded and included in the consolidation entity: in Singapore, Muehlhan Surface protection Singapore pte. ltd. the sole shareholder is Haraco Service pte. ltd., Singapore, a 100% subsidiary of MyaG. in the uSa, the companies Muehlhan united inc. with headquarter in Houston, Muehlhan offshore inc. with headquarter in lafayette and Muehlhan Certified Coatings inc. with headquarters in Concord. the shares of these companies are owned by Muehlhan Surface protection inc., Houston, likewise a 100% subsidiary of MyaG. in the united arab Emirates, Muehlhan Middle East Holding limited, with headquarters in dubai, was founded. Here the sole shareholder is MyaG. the effects of the initial consolidations of these companies are immaterial to the assets and earnings position of the Group. Muehlhan Corrosion protection Service (Shanghai) Co., ltd., Shanghai, people’s republic of China (MCN), has been fully consolidated since 1 July 2007. the shareholders of MCN and Muehlhan aG have agreed contractually that the shareholder position will be granted to Muehlhan aG as of 1 July 2007 under the code of obligations. the purchase contract for the shares in MCN negotiated back in 2006 was consummated in the meantime. the agreed upon purchase price for the shares totals Eur 0.8 million and was not yet paid as of the balance sheet date. the initial consolidation generated goodwill of Eur 1.9 million. in the second half of 2007, MCN contributed Eur 1.8 million to consolidated revenues and Eur 1.9 million to consolidated earnings after taxes. this almost completely resulted from the seller’s waiver of receivables from MCN. the effects of the consolidation of MCN on the consolidated balance sheet entail not only an increase in goodwill but also increases in tangible assets of Eur 1.2 million and financial liabilities of Eur 0.6 million. 51
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Annual Report 2007
Page 3 and 4: The Group is represented locally in
Page 5 and 6: Content 2 ManageMent 2 Foreword 5 E
Page 7 and 8: ManageMent divisions share Group Ma
Page 9 and 10: Executive Bodies executive board Dr
Page 19 and 20: One is successful not primarily as
Page 21 and 22: Continued and consistently good bus
Page 23 and 24: ManaGeMent divisions share Group Ma
Page 25 and 26: The marine markets are interconnect
Page 29 and 30: In our industry segments, a technol
Page 31 and 32: ManaGeMent divisions share group Ma
Page 37 and 38: We issued a letter of credit for uS
Page 53: Retained earnings Equity Minority i
Page 63 and 64: 3. FINANCIAL ASSETS ManaGeMent divi
Page 65 and 66: sand (previous year: Eur 13,053 tho
Page 71 and 72: other provisions developed as follo
Page 73 and 74: eakdown by divisions: ManaGeMent di
Page 79 and 80: Statement of the Auditors´ Report
Page 81 and 82: ussia Muehlhan Morflot OOO 198035 S
Page 83 and 84: Contacts and Financial Calendar mue
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Annual Report 2007 - Muehlhan AG

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