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Standardkessel Baumgarte Annual Report 2008

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ANNUAL REPORT<br />

<strong>2008</strong>


KEY FIGURES AND ORGANISATION<br />

<strong>2008</strong><br />

KEY FIGURES<br />

Order intake 156,0<br />

Sales 200,0<br />

Order backlog 204,5<br />

Earnings before tax 7,9<br />

Employees 265<br />

Equity 20,8<br />

Cash & cash equivalents 141,4<br />

Figures in million euro<br />

STANDARDKESSEL<br />

POWER SYSTEMS HOLDING GMBH<br />

Plants and Components Service<br />

Contracting<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong> Holding GmbH<br />

<strong>Standardkessel</strong> GmbH<br />

<strong>Baumgarte</strong> Boiler Systems GmbH<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong> Service Holding GmbH<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong> Service GmbH<br />

emc Germany GmbH<br />

TOO emc Kazakhstan LLP<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong><br />

Contracting GmbH


CONTENTS<br />

02 COMPANY PROFILE<br />

10 PLANTS AND COMPONENTS<br />

18 SERVICE<br />

24 CONTRACTING<br />

33 MANAGEMENT REPORT<br />

34 EXPANSION OF THE BUSINESS MODEL IN<br />

CONJUNCTION WITH ONGOING POSITIVE<br />

DEVELOPMENT<br />

34 SUSTAINED HIGH DEMAND LEVEL;<br />

UNCERTAINTY DUE TO TURBULENCE<br />

ON THE FINANCIAL MARKETS AND<br />

SUBSTANTIAL ECONOMIC RISKS<br />

36 BUSINESS DEVELOPMENT <strong>2008</strong><br />

38 RESEARCH AND DEVELOPMENT<br />

38 PROCUREMENT<br />

39 EMPLOYEES<br />

39 RISK MANAGEMENT<br />

41 OUTLOOK<br />

42 ANNUAL FINANCIAL STATEMENTS<br />

42 BALANCE SHEETS<br />

44 CONSOLIDATED INCOME STATEMENT<br />

45 CONSOLIDATED CASH FLOW<br />

46 CHANGES IN GROUP EQUITY<br />

48 NOTES<br />

1


2<br />

CAN YOU MEASURE EXPERIENCE?


Company P rofile<br />

3


4<br />

YES!<br />

AND THAT’S THE WAY IS SHOULD BE.<br />

BECAUSE IF YOU INVEST IN YOUR ENERGY<br />

SUPPLY SYSTEM, YOU HAVE TO BE SURE<br />

THAT YOUR PARTNER HAS EVERYTHING<br />

UNDER CONTROL, IN ORDER TO AVOID<br />

COSTLY DELAYS PRIOR TO COMMISSIONING<br />

AND DOWNTIMES DURING OPERATION.<br />

BOTH OUR CUSTOMERS AND OUR<br />

FIGURES SPEAK FOR STANDARDKESSEL<br />

BAUMGARTE.


56,940DAYS<br />

of efficient energy supply powered by our ideas<br />

1,000 PLANTS<br />

360 DEGREE<br />

100 PERCENT<br />

commitment from us<br />

You can expect<br />

We have already successfully developed and realised<br />

We have a<br />

perspective when we take on new tasks and challenges<br />

265 EMPLOYEES<br />

are dedicated to our »Ideas full of Energy«<br />

Company Pr ofile 5


« WE ARE CONFIDENT ABOUT<br />

THE DEVELOPMENT OF<br />

OUR COMPANIES.»<br />

6


With regard to the key figures, the <strong>Standardkessel</strong> <strong>Baumgarte</strong><br />

Group continued its positive development of the previous year<br />

in financial year <strong>2008</strong> as well. In addition to the plants and<br />

components business segment, we will also be focusing on both<br />

the service and contracting business segments in the future. Our<br />

successful re-entry into the service area in financial year <strong>2008</strong><br />

received an extremely positive response from our customers.<br />

In the past, customers have frequently requested even more<br />

extensive service and support in implementing their projects. This<br />

prompted us to expand our business model to include contracting<br />

solutions, so that we could offer our customers comprehensive<br />

support during the entire project – ranging from project<br />

development, financing, and plant management up to private<br />

equity participation in a project or project company. The expansion<br />

of our business model leads to a multitude of synergetic<br />

effects for the entire Group.<br />

With all due respect to the current economic situation, we are<br />

still confident about the development of our companies. Despite<br />

the economic indicators, the market conditions in the plants and<br />

components business segment offer the right prerequisites for<br />

continued successful development. In the service segment, we<br />

are looking forward to major growth, and expect the Contracting<br />

division to give momentum to the entire Group.<br />

From left to right<br />

Jörg Klasen<br />

Lutz Reinery<br />

Filip Ackerman<br />

Jörg Böwe<br />

Company Pr ofile<br />

7


8<br />

OUR RANGE OF SERVICES:<br />

EFFICIENT SOLUTIONS FOR<br />

PLANTS AND COMPONENTS<br />

SERVICE<br />

CONTRACTING


IN AN ERA OF HIGH ENERGY COSTS<br />

AND DEPLETING RESOURCES, THE TOPIC<br />

OF EFFICIENT ENERGY PRODUCTION IS<br />

BECOMING INCREASINGLY MORE IMPOR-<br />

TANT. A DEVELOPMENT THAT ALSO<br />

BENEFITS STANDARDKESSEL BAUMGARTE,<br />

SINCE OUR KNOW-HOW IN THE THERMAL<br />

RECYCLING OF A WIDE RANGE OF FUELS<br />

IS MORE IN DEMAND THAN EVER.<br />

FROM ENERGY SUPPLIERS, MUNICIPALITIES,<br />

UTILITY COMPANIES, AND INDUSTRIAL<br />

FIRMS.<br />

WHETHER FOR COMPLETE PLANTS, COMPO-<br />

NENTS, SERVICE, OR CONTRACTING.<br />

DISCOVER WHAT SETS US APART.<br />

Company P rofile<br />

9


10<br />

PLANTS AND COMPONENTS<br />

DO YOU WANT TO COMPLETELY<br />

OVERHAUL YOUR ENERGY SUPPLY<br />

SYSTEM? WITH A NEW PLANT AND A<br />

CUSTOMIZED TECHNICAL SOLUTION?<br />

ONE THAT IS EFFICIENT, GREEN, AND<br />

ECO-FRIENDLY? AND ONE THAT IS<br />

DEVELOPED AND IMPLEMENTED BY A<br />

PARTNER THAT IS EXPERIENCED, RELIABLE,<br />

AND ON-SCHEDULE? THEN YOU HAVE<br />

COME TO EXACTLY THE RIGHT PLACE:<br />

STANDARDKESSEL BAUMGARTE.


Plants and Components<br />

11


12<br />

1 3 5<br />

2 4 6<br />

TASKS AND FUELS ALWAYS VARY. BUT<br />

OUR MISSION ALWAYS STAYS THE SAME:<br />

TO SUPPLY YOU WITH A TECHNICALLY<br />

ADVANCED PLANT


7 9<br />

8 10<br />

There are numerous ways to generate<br />

heat, steam and electricity from a wide<br />

range of fuels. We know them. And more<br />

importantly: we specialise in them.<br />

And that's exactly why you can profit<br />

from our expertise, because we utilise<br />

our extensive process know-how in every<br />

project – no matter which fuel it involves.<br />

Below are a few examples.<br />

Household Waste and Ordinary<br />

(Household-like) Industrial and<br />

Commercial Waste<br />

The thorough and environmentallyfriendly<br />

disposal of household waste and<br />

ordinary (household-type) industrial waste<br />

is a global challenge. We meet it with<br />

state-of-the-art plant technology.<br />

Refused Derived Fuels<br />

An important factor in the closed loop<br />

recycling economy is the generation of<br />

refused derived fuels (RDFs) from waste.<br />

RDFs are used in power plants for generating<br />

municipal energy and in industrial<br />

power plants for meeting the demand for<br />

process energy.<br />

Solid Industrial Residues, Liquid and<br />

Gaseous Industrial Residues<br />

The worldwide production of consumer<br />

goods is increasing steadily. The industrial<br />

production residues arising from this can<br />

be used as alternative fuels for generating<br />

energy. Green and efficient.<br />

Waste Wood, Wood Residues, Fresh<br />

Wood, Forest Waste, Tree Prunings,<br />

Peat, Bark<br />

Wood of all types has been used forever<br />

to generate heat and energy. Since the<br />

enactment of the German Renewable<br />

Energy Sources Act (EEG), wood as a<br />

fuel has been becoming more and more<br />

important as an eco-friendly source of<br />

energy – and not only in Europe, but<br />

throughout the entire world as well.<br />

The leading European pioneer in this<br />

segment: <strong>Standardkessel</strong> <strong>Baumgarte</strong>.<br />

Olive Waste, Rice Husks, Other<br />

Biogenic Residues<br />

Of course, when it comes to green, CO 2 -<br />

neutral energy recovery, all other types<br />

of biogenic energy sources are also in<br />

demand.<br />

Gas Turbine Waste<br />

Heat recovery boilers downstream of gas<br />

turbines are important process units for<br />

the efficient utilisation of energy arising<br />

from gas and steam turbine processes.<br />

Heat recovery boilers use the gas turbine<br />

waste for generating steam, and most<br />

1 Bremen/Germany<br />

Energy source: Household and<br />

Industrial Waste<br />

2 Stavenhagen/Germany<br />

Energy source: Refuse Derived Fuel<br />

3 Weener/Germany<br />

Energy source: Refuse Derived Fuel<br />

4 Tiefstack/Germany<br />

Energy source: GT Waste Gas,<br />

Natural Gas<br />

5 Twence/Netherlands<br />

Energy source: Waste Wood,<br />

Wood Residue<br />

6 Eberswalde/Germany<br />

Energy source: Fresh Wood<br />

7 Dunkirk/France<br />

Energy source: GT Waste Gas,<br />

Blast Furnace Gas, Coke Oven Gas,<br />

and Natural Gas<br />

8 Varel/Germany<br />

Energy source: GT Waste Gas,<br />

Natural Gas<br />

9 Jülich/Germany<br />

Energy source: Brown Coal,<br />

Hard Coal<br />

10 Allington/Great Britian<br />

Energy source: Municipal,<br />

Household and Industrial Waste<br />

boilers are also equipped with an auxiliary<br />

firing system to boost the overall<br />

efficiency of the entire plant.<br />

Waste Heat and Exhaust Gases from<br />

Industrial Processes<br />

Waste air and exhaust gases generated<br />

during industrial processes can potentially<br />

be useful as high-energy heat sources. For<br />

example, via heat recovery boiler systems<br />

placed downstream of the processes,<br />

which convert the energy contained in<br />

the waste air and exhaust gas flow into<br />

hot water, process steam, or electricity to<br />

meet your in-house energy demands.<br />

Natural Gas, Heavy Fuel Oil,<br />

Light Fuel Oil<br />

Despite mounting energy and fuel costs<br />

worldwide, gas and oil are still fuels in<br />

great demand. The benefits of gas and oil<br />

include high operational reliability and important<br />

characteristics such as quick-start<br />

characteristics and load change rates.<br />

Hard Coal, Brown Coal Briquettes,<br />

Brown Coal Dust<br />

Price stability and secure supply are but<br />

two important factors that make coal<br />

suitable for use as an alternative fuel in<br />

place of natural gas and oil.<br />

Plants and Components<br />

13


Jan T. Rooijakkers, Managing Director Twence B.V<br />

«In <strong>Standardkessel</strong>, we had a dependable supplier for our<br />

biomass power station that installed and commissioned the plant<br />

in line with our requirements and objectives. An entire team<br />

comprised of our own and external employees worked together<br />

in excellent co-operation with the employees of <strong>Standardkessel</strong><br />

and its suppliers in building the biomass power plant. I would<br />

especially like to thank everyone involved for their commitment<br />

during this huge project. The results are impressive!»<br />

Sample Reference:<br />

BEC Twence Biomass-fired Power Plant<br />

« THE RESULTS ARE<br />

IMPRESSIVE!»<br />

Plants and Components<br />

15


Sample Reference:<br />

Weener Energie Steam Power Plant, Germany<br />

« WITH BAUMGARTE<br />

BOILER SYSTEMS,<br />

WE WERE IN THE<br />

BEST HANDS»<br />

16<br />

Ingo de Buhr, Managing Director<br />

PROKON Nord Energiesysteme GmbH<br />

«As an innovation-driven company, we have long been utilising<br />

energy solutions that are both economically and ecologically<br />

sustainable. Whether it be wind parks, biomass power stations,<br />

or plants that use refuse derived fuels to generate energy, such<br />

as the steam power plant in Weener. In cooperation with the<br />

Klingele Papierwerke paper mill, the Weener paper factory,<br />

and PROKON Nord Energiesysteme, a plant was built that uses<br />

mechanically-biologically treated municipal waste and commercial<br />

waste to generate thermal energy. As compared to the previous<br />

situation, the thermal energy generated there replaces 32 million<br />

m 3 of natural gas, thereby reducing C0 2 emissions by 55,000<br />

tons annually. A challenging project that could only be realised<br />

by partners that really know their trade. Like <strong>Baumgarte</strong> Boiler<br />

Systems does. The collaboration was professional, co-operative,<br />

and always productive. After a construction phase of just 2 years,<br />

the plant was handed over in June <strong>2008</strong>, right on-schedule. All in<br />

all an extremely positive experience that prompted us to rely on the<br />

expertise of <strong>Baumgarte</strong> Boiler Systems for the RDF plant in Stade<br />

(Germany), as well.»


Plants and Components<br />

17


18<br />

SERVICE<br />

STANDARDKESSEL BAUMGARTE HAS<br />

EXTENSIVE PROCESS KNOW-HOW. SO<br />

WHAT COULD BE MORE LOGICAL THAN<br />

OFFERING YOU OUR EXPERTISE IN THE<br />

SERVICE SEGMENT, AS WELL?<br />

THERE'S NOTHING WE'D RATHER DO!


Service<br />

19


20<br />

PERFORMING FUNCTIONAL CHECKS,<br />

INCREASING EFFICIENCY, OR OPERATING THE<br />

PLANT. JUST SOME EXAMPLES OF HOW YOU<br />

AND YOUR PLANT CAN BENEFIT FROM OUR<br />

RANGE OF SERVICES.


Investing into a plant is not just about the right concept and its subsequent implementation. The topic of service is important, as well,<br />

since smooth operation is the be-all and end-all of an efficient plant. That's exactly where <strong>Standardkessel</strong> <strong>Baumgarte</strong> comes in. With a<br />

wide range of services – from commissioning up to maintenance and complete plant operation.<br />

Engineering<br />

We define tasks, prepare plant status<br />

reports, evaluate measurements and<br />

measurement logs, recommend measures,<br />

and provide planning and implementation<br />

engineering as well as quality assurance<br />

services.<br />

Construction and Assembly<br />

Our scope of services includes taking<br />

inventory of the actual, current status,<br />

preparing a list of measures for modernisation<br />

options, and carrying out the<br />

modernisation plan.<br />

Commissioning<br />

We perform functional checks, calibrations,<br />

and tests for the individual units,<br />

conduct overall functional tests, prepare<br />

and execute the trial operation – and<br />

complete this step by supplying the<br />

performance record.<br />

Maintenance<br />

Maintenance includes annual plant audits,<br />

repairs, component optimisation, and<br />

spare parts management.<br />

Plant Optimisation<br />

We identify any need for optimisation as<br />

regards availability, emissions, operating<br />

costs, efficiency, etc.<br />

Modernisation<br />

What can be done to modernise your<br />

plant? We take inventory of the actual,<br />

current status, prepare a list of measures,<br />

and also take care of implementing the<br />

modernisation plan.<br />

Plant Operation<br />

We operate the complete plant on your<br />

behalf. After all, our service knows no<br />

boundaries.<br />

Service<br />

21


Sample reference:<br />

Gelsenkirchen Innenstadt (Downtown)<br />

Heating Plant, Germany, Evonik Fernwärme GmbH<br />

« STANDARDKESSEL<br />

BAUMGARTE SERVICE<br />

WAS OUR FIRST<br />

CHOICE.»<br />

22<br />

Dieter Schwarz, Manager of District Heating Plant<br />

Division, Evonik Fernwärme GmbH, Essen/Germany<br />

«A while ago, we converted our plant from coal to light fuel oil<br />

operation. In the course of the conversion, the filter elements<br />

of the no longer needed electric filter system were dismantled,<br />

so that we could use the filter housing as a part of the exhaust<br />

gas duct. Under certain ambient conditions, however, the soot<br />

measurement values increased during the start-up process. These<br />

measurement values could not be explained by soot formation,<br />

since the boiler settings had already been optimised in advance.<br />

To resolve the issue, we contacted <strong>Standardkessel</strong> <strong>Baumgarte</strong><br />

Service, because we knew that this newly established company<br />

is backed by the experience of the <strong>Standardkessel</strong> <strong>Baumgarte</strong><br />

group, which was a decisive factor for us.<br />

We solved the problem, which was caused by passing below<br />

the dew point, in a concerted effort. <strong>Standardkessel</strong> <strong>Baumgarte</strong><br />

Service installed an additional, insulated exhaust gas duct in the<br />

filter housing, which eliminated the dew point issue. Subsequent<br />

measurements showed that this solution worked perfectly.»


Service<br />

23


24<br />

CONTRACTING<br />

YOUR COMPANY NEEDS A WHOLE LOT<br />

OF ENERGY. FOR EXAMPLE IN THE FORM<br />

OF ELECTRICITY OR HOT STEAM. OR FOR<br />

COOLING PURPOSES. WOULDN'T IT BE<br />

NICE TO BE INDEPENDENT FROM<br />

FLUCTUATING MARKET PRICES AND<br />

EXTERNAL ENERGY PROVIDERS? AND<br />

DOESN'T IT ADD UP IF YOU GENERATE<br />

YOUR ENERGY ON-SITE? POWERED<br />

BY AN EXPERIENCED TECHNOLOGY<br />

PARTNER? LETTING YOU FOCUS ON THE<br />

MAIN THING: YOUR CORE BUSINESS.


Contracting<br />

25


26<br />

MORE AND MORE COMPANIES ARE<br />

OPTING FOR DECENTRALISED ENERGY<br />

SUPPLY. HOWEVER, PLANNING, FINANCING,<br />

REALISING, AND OPERATING A PLANT ARE<br />

DEMANDING TASKS. GOOD TO KNOW<br />

THAT THERE ARE SOLUTIONS AND EXPERTS<br />

AROUND: CONTRACTING. COURTESY OF<br />

STANDARDKESSEL BAUMGARTE.


There are many reasons in favour of energy<br />

contracting. And even more reasons<br />

to decide for <strong>Standardkessel</strong> <strong>Baumgarte</strong><br />

Contracting. With over 1,000 successful<br />

plant and system construction projects<br />

and more than 80 years of experience,<br />

we have the technical, administrative,<br />

and organisational know-how needed<br />

to guarantee your energy supply. And to<br />

make your energy, maintenance, and servicing<br />

costs manageable in the long term.<br />

Whether feasibility analyses, engineering,<br />

approvals, operating company models,<br />

financing, construction, operation,<br />

maintenance – at your request, we take<br />

care of everything that needs to be done<br />

and develop a customised concept for<br />

your company. You decide what should<br />

be included in the scope of our energy<br />

contracting services, from consulting up to<br />

establishing a joint venture.<br />

Utilise our know-how. To your benefit.<br />

Contracting<br />

27


INTERVIEW<br />

« MRS O'BRIEN,<br />

WHEN IT COMES<br />

TO ENERGY SUPPLY,<br />

YOU RELY ON<br />

CONTRACTING.<br />

WHY?»<br />

28<br />

Navestas, headquartered in the UK, plans and develops projects<br />

dealing with the thermal recycling of residue and waste materials<br />

for generating energy. The latest project: Development of a<br />

biomass plant fuelled by waste wood and wood residue for the<br />

purpose of producing energy and, if required, heat which can<br />

be fed into the public network. The required fuel quantities are<br />

already contractually secured. For planning and implementing the<br />

project, Navestas not only looked for a technology partner with a<br />

proven track record in constructing waste wood-fuelled biomass<br />

plants. It was also very important to the company that an energy<br />

contracting model be used to realise the plant. Pauline O'Brien,<br />

co-owner of Navestas, talks about the reasons.<br />

Mrs O'Brien, energy is a considerable cost factor. To be<br />

less dependent on energy providers, you are planning to<br />

build a waste wood-fuelled biomass plant using an energy<br />

contracting model. Why did you choose <strong>Standardkessel</strong><br />

<strong>Baumgarte</strong> Contracting as your partner?<br />

Pauline O’Brien We realised that the implementation of such<br />

a project requires a wealth of know-how and major effort.<br />

Our core competence is waste disposal, as you know, but up to<br />

now, we have never developed our own biomass plant, let alone


operated it. The first step, obtaining approval for planning a<br />

plant, is already difficult enough. Added to that is the challenge<br />

of securing suitable financing. And you have to keep in mind that<br />

building and operating such a plant is anything but easy. There are<br />

plenty of examples in the UK of how to not do it. Reason enough<br />

for us to choose the experience of <strong>Standardkessel</strong> <strong>Baumgarte</strong><br />

Contracting.<br />

How is <strong>Standardkessel</strong> <strong>Baumgarte</strong> Contracting involved in<br />

the planning phase?<br />

Pauline O’Brien <strong>Standardkessel</strong> <strong>Baumgarte</strong> Contracting provides<br />

the entire input with regard to the technology and approvals. As<br />

far as financing is concerned, we are convinced that an equal<br />

partnership simplifies all of the financing issues. Together, both<br />

companies have the full spectrum of know-how required to<br />

successfully complete a project like this. We have comprehensive<br />

expertise in the field of waste disposal, we know the local<br />

framework conditions and business customs, and we have access<br />

to the personnel that need to be employed, etc. <strong>Standardkessel</strong><br />

<strong>Baumgarte</strong> Contracting, on the other hand, has a track record<br />

of realising more than 40 exceptionally efficient biomass plants,<br />

which also meet the strictest German environmental standards.<br />

Isn't it true that the two companies have different<br />

interests? And doesn’t that give rise to a major potential<br />

for conflicts?<br />

Pauline O’Brien True enough, in theory. I mean <strong>Standardkessel</strong><br />

<strong>Baumgarte</strong> Contracting could try to sell us the plant at an<br />

excessive price. In turn, we might be tempted to overcharge our<br />

supplier later on for the waste wood and waste residue used to<br />

fuel the plant. But in order to work, a partnership requires the<br />

highest level of mutual sincerity and honesty between the stakeholders.<br />

Both of our companies are realistic enough to preclude<br />

such conflicts right from the start. We agreed to cooperate in an<br />

“open-book” style. But what's even more important: We both<br />

know that there is more to gain here than just a smoothly functioning<br />

biomass plant.<br />

Mrs O'Brien, thank you very much for the interview.<br />

Contracting<br />

29


STANDARDKESSEL POWER<br />

SYSTEMS HOLDING GMBH, DUISBURG<br />

GROUP MANAGEMENT REPORT<br />

FOR THE <strong>2008</strong> FINANCIAL YEAR<br />

Group Management <strong>Report</strong><br />

33


34<br />

GROUP MANAGEMENT REPORT<br />

FOR THE <strong>2008</strong> FINANCIAL YEAR<br />

1. Extension of the business model with continued positive<br />

development<br />

The <strong>Standardkessel</strong> <strong>Baumgarte</strong> Group continued the positive development of previous<br />

years in the <strong>2008</strong> financial year. Order intake amounted to EUR 156.0 million. The Group<br />

realised revenues of EUR 200.0 million in the reporting period with a work force of 265,<br />

and achieved a profit before taxes of EUR 7.9 million. The Group had liquid funds at the<br />

balance sheet date of EUR 141.4 million. Economic equity was EUR 20.8 million with an<br />

equity ratio of 19.7%.<br />

Apart from the existing plants and components business segment, the <strong>Standardkessel</strong><br />

<strong>Baumgarte</strong> Group will also focus in future on the service and contracting business<br />

segments. Customer response to the Group’s successful re-entry into service business in<br />

the previous financial year was extremely positive.<br />

In the past, customers have approached us repeatedly about more extensive support<br />

in implementing projects. This has prompted us to extend our business model to allow<br />

us to offer our customers comprehensive support in contracting solutions throughout<br />

the entire project, ranging from project development, through financing and operational<br />

management to equity interest in a project or project company. This extension of the<br />

business model involves a substantial concentration of synergies for the whole Group.<br />

The extension of business activity was accounted for by adjusting the corporate<br />

law structure: the plants and components business segment is the responsibility of<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong> Holding GmbH with its operating subsidiaries <strong>Standardkessel</strong><br />

GmbH and <strong>Baumgarte</strong> Boiler Systems GmbH while the service segment is the responsibility<br />

of <strong>Standardkessel</strong> <strong>Baumgarte</strong> Service Holding GmbH with the operating subsidiaries<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong> Service GmbH, emc Germany GmbH and TOO “emc Kazakhstan”<br />

LLP, and the contracting segment is the responsibility of <strong>Standardkessel</strong> <strong>Baumgarte</strong><br />

Contracting GmbH.<br />

2. Sustained high level of demand; uncertainty due to turmoil in<br />

the financial markets and substantial economic risks<br />

The plants and components business segment offers systems to recover energy from biomass,<br />

residues, waste heat downstream of gas turbines and primary fuels with a regional<br />

concentration on Europe.<br />

The market development of large-scale biomass power plants depends both on price<br />

trend and availability of fuels and subsidies from the countries which differ greatly. European<br />

markets are developing very differently. An attractive market environment is currently<br />

developing, for example, in Great Britain and some Eastern European states. Notwithstanding<br />

this, we believe that business with the timber industry will continue.<br />

The incineration of residues is expanding worldwide: many countries can no longer meet<br />

the challenges of constantly increasing quantities of waste, and are focusing on waste<br />

incineration. As forerunner to this development, Europe has limited the disposal of un–<br />

treated municipal waste in landfills by law. In Germany, the market has stabilised fol-


lowing an investment boom in incineration plants and plants for refuse derived fuels. A<br />

boom similar to that in Germany is expected in several European countries in the next<br />

few years.<br />

We consider the development of energy recovery from waste heat downstream of gas<br />

turbines and primary fuels to be linked to the European and in particular German power<br />

plant market. Here too, corresponding forecasts are especially promising given the, in<br />

some cases, obsolete European power plant facilities.<br />

The service business segment provides numerous services, beginning with intelligent engineering<br />

for modernisation and optimising operations, through installation and startup<br />

to maintenance and complete operational management.<br />

Even if there is no consistent commitment to the OEM in the strongly fragmented German<br />

market for services relating to industrial power plants, the over 1,000 references of the<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong> Group form a sound basis for successful growth. In addition<br />

to new plants, there is currently a growing demand above all for modernisation, aimed<br />

at making older power plants more energy-efficient. The emc companies offer all-round<br />

services for gas turbines and are also moving into a growing market segment.<br />

The contracting business segment currently undergoing expansion offers the entire design<br />

and coordination of an energy production project from a single source. This covers all<br />

services from project identification through project development, realisation, operation of<br />

an energy recovery plant to an equity interest. Our customers can focus on their core business,<br />

relieve their balance sheet and participate in cost saving through outsourcing. As<br />

partner who can assume the role of contractor, plant supplier and operational manager,<br />

we contribute decisively in reducing interfaces. We can guarantee the material success<br />

factors of a project – functional capability of the plant and professional operational management<br />

– through our comprehensive know-how. The keen interest of our customers<br />

in this model demonstrates the material growth potential here for the entire Group.<br />

The positive market outlook is troubled by the turmoil in the financial markets which for<br />

some customers entails problems in project financing. The negative assessment of short<br />

and medium-term economic development is increasingly resulting in the postponement<br />

of investment projects. At the same time, the crisis involves considerable opportunities:<br />

where projects cannot be financed due to a lack of available capital resources, <strong>Standardkessel</strong><br />

<strong>Baumgarte</strong> Gruppe can provide support in the form of its contracting model. The<br />

survival of energy-intensive industries depends on the price of electricity and steam; here<br />

too innovative technical solutions together with contracting models in particular are imperative.<br />

Group Management <strong>Report</strong><br />

35


36<br />

GROUP MANAGEMENT REPORT<br />

FOR THE <strong>2008</strong> FINANCIAL YEAR<br />

3. Business trend <strong>2008</strong><br />

The previous year’s figures relate to the abridged financial year from 01.06. to 31.12.2007<br />

and for comparative purposes are therefore informative to a limited extent only.<br />

Order intake, revenues and order backlog<br />

The order intake of the <strong>Standardkessel</strong> <strong>Baumgarte</strong> Group in the reporting period was EUR<br />

156.0 million (compared with EUR 121.1 million in the abridged financial year and EUR<br />

206.8 million in the 2007 calendar year) while revenues amounted to EUR 200.0 million<br />

(compared with EUR 76.4 million in the abridged financial year and EUR 122.2 million in<br />

the 2007 calendar year).<br />

The plants and components business segment generated a key share in the order intake<br />

of EUR 149.1 million and revenues of EUR 195.1 million. Key orders taken in <strong>2008</strong> were<br />

an order to supply three energy recovery lines for refuse derived fuels (RDF) at the Bernburg<br />

site, an order for an RDF incineration line in Amsdorf, which is the same design as<br />

a plant supplied to the same customer in 2004 and an order for the installation of a heat<br />

recovery boiler plant for a new gas and steam line to supply electricity and steam to a<br />

paper mill in Plattling. The high revenues generated in the financial year are the result of<br />

an extremely high order intake the previous year. A boiler plant was invoiced for a waste<br />

incineration plant in Moscow, an RDF steam generator to supply energy to a paper mill in<br />

Weener and a power plant fired by biomass in Hengelo in the Netherlands. Other revenues<br />

resulted from processing diverse orders.<br />

The <strong>2008</strong> financial year for the service segment was primarily defined by the development<br />

and expansion of business activity. The segment generated an order intake of EUR 6.9<br />

million with revenues of EUR 4.9 million.<br />

Given its business model, the contracting business segment which was also new in <strong>2008</strong><br />

does not contribute to revenue and order intake but positive effects are anticipated in the<br />

utilisation of both the plants and components business segment and the service business<br />

segment.<br />

Due to high revenues, the order intake decreased from EUR 248.5 million at 31.12.2007<br />

as expected to EUR 204.5 million at 31.12.<strong>2008</strong>. In accounting terms, this order backlog<br />

represents a span of more than one year.<br />

As a result of employment arising from the order situation, all fields of activity of the operating<br />

companies – planning, proposal, construction, installation and commissioning –<br />

were fully utilised in the reporting period. Additional external personnel were employed<br />

in some areas.<br />

Earnings situation<br />

The result before taxes was EUR 7.9 million (compared with EUR 10.3 million) and this<br />

corresponds to a sales return of 4.0%. This positive result was essentially due not only to<br />

successful order processing but also to the control of technical and scheduled risks.


Assets and financial situation<br />

The balance sheet total rose at 31.12.<strong>2008</strong> by EUR 38.2 million to EUR 185.9 million compared<br />

with the previous year (EUR 147.7 million). This increase was essentially due to the<br />

increased business volume and the resulting increase in credit balances at banks including<br />

securities of EUR 36.6 million. Apart from credit balances at banks including securities,<br />

which alone accounted for 76.0% of the balance sheet total, material assets were the intangible<br />

assets at EUR 23.8 million (compared with EUR 25.3 million), accounts receivable<br />

from manufacturing orders at EUR 3.7 million (compared with EUR 3.5 million) and trade<br />

accounts receivable at EUR 4.7 million (compared with EUR 4.3 million).<br />

Apart from equity, material liabilities are the obligations from manufacturing orders at<br />

EUR 115.4 million (compared with EUR 78.7 million), provisions of EUR 28.4 million (compared<br />

with EUR 28.8 million) and long-term liabilities due to banks at EUR 14.0 million<br />

(compared with EUR 18.4 million).<br />

Economic equity of the <strong>Standardkessel</strong> <strong>Baumgarte</strong> Group on the balance sheet date<br />

31.12.<strong>2008</strong> was EUR 20.8 million (compared with EUR 16.9 million) including a subordinated<br />

shareholder loan of EUR 2.6 million. To determine the equity ratio, due to the high<br />

credit balances at banks typical in our kind of business, the balance sheet total is reduced<br />

by customer prepayments carried as liabilities amounting to EUR 80.2 million. The equity<br />

ratio thus determined is 19.7%.<br />

Credit balances at banks including securities were EUR 141.4 million (compared with EUR<br />

104.8 million) at 31.12.<strong>2008</strong>. The reason for this value is inter alia the positive cash flow<br />

of individual major orders. Part of this amount is deposited as cover for bank guarantees.<br />

The liabilities due to banks of EUR 14.0 million were not repaid, although this would have<br />

been possible at any time, in order to sustain liquidity given the current background of crisis<br />

in the financial markets and in view of a potential growth in the finance requirements<br />

of the contracting business segment. Adjusted by this effect of voluntarily stretching the<br />

balance sheet, the equity ratio is 22.7%.<br />

At the end of the financial year, the Group had a guarantee facility of EUR 110.0 million,<br />

thereof EUR 82.2 million or 74.7% was drawn on.<br />

Investments<br />

The companies of the <strong>Standardkessel</strong> <strong>Baumgarte</strong> Group invested EUR 1.0 million in intangible<br />

assets and property, plant and equipment in the past financial year.<br />

The assets, financial and earnings situation as a whole of the <strong>Standardkessel</strong> <strong>Baumgarte</strong><br />

Group continues to be stable.<br />

Group Management <strong>Report</strong><br />

37


38<br />

GROUP MANAGEMENT REPORT<br />

FOR THE <strong>2008</strong> FINANCIAL YEAR<br />

4. Research and development<br />

The research and development segment of the <strong>Standardkessel</strong> <strong>Baumgarte</strong> Group coordinates<br />

a host of order-related and overlapping innovation projects.<br />

The Group applies proven technology, as evidenced by over one thousand references.<br />

Solutions are developed for practically every order based on selected boiler technology<br />

which incorporate the customer’s respective technical specifications. This results in the<br />

development of many individual solutions in consultation with the customer to optimise<br />

the overall concept.<br />

Overlapping innovation projects are coordinated in parallel: apart from product optimisation<br />

and product enhancement (market research, investigations in primary fuels), standard<br />

conversions are developed for different components and entire system solutions<br />

standardised in close cooperation with customers and suppliers.<br />

In the area of surface coating, the patented process for thick nickel plating of surfaces<br />

was used in certain plants. Further transfers of know-how are expected in the next financial<br />

year.<br />

To further optimise incineration in stoker-fired boilers, <strong>Baumgarte</strong> Boiler Systems GmbH<br />

has further developed the process for tangential injection of secondary air, and this process<br />

is now available to our customers as a patented innovation.<br />

To diversify its product range, <strong>Standardkessel</strong> GmbH has focused on the Organic Rankine<br />

Cycle (ORC) process. This is a process to operate steam turbines with a working medium<br />

instead of steam. The process is primarily used when the available temperature level<br />

of the heat source is too low to operate a steam-driven turbine. SKG has analysed the<br />

market potential linked to this process and entered into a cooperation agreement with a<br />

company from the industry.<br />

The 3D construction and planning tool introduced over the past years was upgraded further<br />

in order to improve processes.<br />

5. Procurement<br />

The <strong>Standardkessel</strong> <strong>Baumgarte</strong> Group is concentrating its three business segments on engineering<br />

services and project management and all connected services. Accordingly, the<br />

former in-house manufacturing sites were already closed or sold to cooperation partners in<br />

previous years. Plants and components designed and constructed by the operating companies<br />

today are manufactured by appropriate sub-contractors and supplied from there directly<br />

to the respective construction site for installation by specialist assembly companies. Ongoing<br />

monitoring of production and installation by our own personnel guarantees a maximum in<br />

required quality.<br />

The low fixed costs structure resulting from this business model guarantees a high level of<br />

protection against demand fluctuations.


6. Employees<br />

The work force of the <strong>Standardkessel</strong> <strong>Baumgarte</strong> Group rose at the balance sheet date<br />

31.12.<strong>2008</strong> to 265 employees (excluding trainees). This was an increase of 51 employees<br />

in the calendar year under review, 30 thereof were through acquisitions. Adjusted by these<br />

acquisitions, this is a personnel increase of 9.8%.<br />

The number of trainees also increased slightly in <strong>2008</strong>: with 17 technical and 10 commercial<br />

trainees. Our aim is to lay the foundation for modern and consistent personnel development.<br />

Apart from classic training as technical draughtsman or industrial clerk, the Group<br />

offers three motivated young persons the opportunity to complete dual training and acquire<br />

the qualification of Bachelor of Engineering. In addition, students have the opportunity of<br />

gaining practical experience or writing practice-related diploma dissertations.<br />

As the need for well-trained and motivated employees will continue to increase, promotion<br />

of employee competence and strengths is an integral part of our personnel policy. The basis<br />

for sound personnel development was already established in previous years. Extensive personnel<br />

development programmes based on management audits carried out were conducted<br />

in the year under review and individual employees supported. Measures are continuously<br />

implemented.<br />

The performance-related reward system for all employees has shown once again in <strong>2008</strong><br />

that performance is worthwhile. Employees were able to reap the rewards of their work,<br />

ideas and creativity, in particular through the performance components of this system.<br />

7. Risk management<br />

The <strong>Standardkessel</strong> <strong>Baumgarte</strong> Group handles primarily long-term orders in plant construction.<br />

The consolidated annual financial statements cover any perceivable risks from such<br />

orders. A sound controlling system is applied to recognise risks from projects and order<br />

processing in good time. A risk early warning system has also been institutionalised.<br />

This risk early warning system aims to identify risks from corporate activities systematically,<br />

to evaluate and be able to control and monitor them risk-consciously. Risks endangering<br />

business are therefore excluded at the outset. Risk management itself is subject to<br />

continuous development and improvement.<br />

The principle risks of the <strong>Standardkessel</strong> <strong>Baumgarte</strong> Group are set forth below:<br />

Sales market risks<br />

The <strong>Standardkessel</strong> <strong>Baumgarte</strong> Group operates on markets which are strongly affected by<br />

legislation (subsidies for renewable energies, landfill prohibition etc.). Given the general<br />

trend towards greater environmental awareness, we anticipate an increase in legislation in<br />

Europe which will allow us to expand our business.<br />

Our group of companies depends on the utilisation of its capacities. Postponements or losses<br />

of orders can cause temporary under-utilisation and the associated impact on results which<br />

we can partly absorb through appropriate working time models.<br />

Group Management <strong>Report</strong><br />

39


40<br />

GROUP MANAGEMENT REPORT<br />

FOR THE <strong>2008</strong> FINANCIAL YEAR<br />

The current situation on the financial markets can aggravate project financing for customers<br />

and lead to postponement or even abandonment of projects. At the same time the default<br />

risk of key customers can increase. In individual cases, we protect ourselves through default<br />

insurance.<br />

We limit customary bad debt risks by strict receivables management.<br />

Procurement market risks<br />

We limit strong fluctuations in raw material prices e.g. development in steel prices over<br />

recent years by obtaining binding offers from our suppliers before we enter into delivery<br />

obligations.<br />

We counteract capacity bottlenecks and price increases expected from our suppliers, as a<br />

result of the increased demand for large-scale power plants, by long term general agreements.<br />

At the same time in this way, we reduce the risk of depending on single suppliers<br />

for components requiring specialist know-how.<br />

The current situation on the financial markets can increase the bad debt risks of key suppliers.<br />

We try to assess default probability and actively limit the risks by using our industry<br />

knowledge.<br />

Specific risks in plant engineering<br />

The operating companies have focused consistently on key technologies. At the same<br />

time, the risks of new projects are analysed in detail at the proposal stage and at interdisciplinary<br />

level. This enables us to avoid orders we cannot handle technically, and significantly<br />

limits any other technical risks.<br />

Risks arise from total systems we construct with their high individual volumes primarily<br />

from impaired general conditions over the course of the project. At the same time,<br />

milestones and manufacturing deadlines are usually subject to contractual penalties so<br />

unforeseen risks in order execution can jeopardise the order result. The <strong>Standardkessel</strong><br />

<strong>Baumgarte</strong> Group tries not to assure all risks associated with the handling of major orders<br />

but to leave some risks with the customer, and to pass on other risks to suppliers<br />

and insurers. Residual risks are actively managed through constantly optimised workflow<br />

management, the deployment of experienced and highly trained project managers and<br />

the reduction of interfaces.<br />

Personnel risks<br />

The continued success of our group of companies depends on our ability to recruit and<br />

retain qualified employees in the future. Capacity bottlenecks expected throughout the<br />

industry create a greater demand for people with know-how. We counteract the risk of<br />

losing good employees through personnel development programmes and basic conditions<br />

to create a pleasant working environment.<br />

Financial risks<br />

As our business requires a great number of guarantees, we have concluded several loan<br />

agreements with banks and surety insurers which assure an adequate credit line for the<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong> Group. The <strong>Standardkessel</strong> <strong>Baumgarte</strong> Group therefore de-


pends on the financing of this credit volume, without this however resulting in a risk to<br />

the company’s continued existence, which exceeds the extent associated with any credit<br />

financing.<br />

We minimise the risk from exchange fluctuations by hedging all material foreign currency<br />

receivables and liabilities by way of currency futures deals.<br />

8. Outlook<br />

With all due respect for the current economic situation, we are nevertheless confident of<br />

the future development of our companies.<br />

Despite the general economic situation, market conditions in the plants and components<br />

business segment provide the prerequisites for continued good development. In the<br />

service business segment, we expect marked growth and assume that the contracting<br />

segment will give positive impetus to the entire Group.<br />

The group’s order intake in the new 2009 financial year in the first two months is already<br />

over EUR 40 million. Apart from an order where SKG is acting as “Architect Engineer“<br />

for a power plant in Emsland, an order for a heat recovery boiler was acquired for a gas<br />

and steam power plant in Hanover as well as a larger service order. Project volumes awaiting<br />

contract awards also offer the opportunity of good development in order intake in<br />

2009.<br />

This market situation together with the orders currently in execution allow us to project a<br />

positive result before taxes in operating budget and medium-term planning.<br />

Duisburg, 11 March 2009<br />

Jörg Klaus Klasen Filip Ackerman Lutz Reinery<br />

Group Management <strong>Report</strong><br />

41


42<br />

CONSOLIDATED<br />

BALANCE SHEET PER IFRS<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

ASSETS<br />

Long-term assets<br />

Intangible assets<br />

Property, plant and equipment<br />

Long-term financial assets<br />

Deferred income tax receivables<br />

Other short-term assets<br />

Raw materials and consumables<br />

Current income tax receivables<br />

Other assets<br />

Short-term financial assets<br />

Accounts receivable from manufacturing orders<br />

Trade accounts receivable<br />

Other financial assets<br />

Securities<br />

Cash on hand, credit balances at banks<br />

Note 31 st December <strong>2008</strong> (EUR) 31 st December 2007 (EUR)<br />

1 23,756,198.74 25,341,604.47<br />

2 2,164,958.09 2,007,027.39<br />

3 1,533,018.00 509,000.00<br />

27,454,174.83 27,857,631.86<br />

4 24,975.63 2,735,737.46<br />

27,479,150.46 30,593,369.32<br />

5 808,684.53 486,594.27<br />

6 3,688,231.29 1,721,776.58<br />

7 3,291,306.69 1,822,712.93<br />

7,788,222.51 4,031,083.78<br />

8 3,742,337.01 3,508,681.57<br />

9 4,693,333.17 4,272,576.11<br />

10 799,296.10 519,624.26<br />

11 7,148,492.70 22,023,509.58<br />

12 134,246,426.27 82,729,037.86<br />

150,629,885.25 113,053,429.38<br />

185,897,258.22 147,677,882.48


LIABILITIES<br />

Equity<br />

Subscribed capital<br />

Capital reserve<br />

Profit reserves<br />

Net income for the year<br />

Subordinated shareholder loan<br />

Long-term provisions<br />

Provisions for pensions<br />

Other provisions<br />

Deferred income taxes<br />

Long-term liabilities<br />

due to banks<br />

Short-term provisions<br />

Provisions for pensions<br />

Other provisions<br />

Current income taxes<br />

Short-term liabiities<br />

Financial liabilities<br />

Obligations from manufacturing orders<br />

Other financial liabilities<br />

Ohter short-term liabilities<br />

Note 31 st December <strong>2008</strong> (EUR) 31 st December 2007 (EUR)<br />

13<br />

28,000.00 28,000.00<br />

2,500.00 2,500.00<br />

5,000,000.00 7,329,086.71<br />

13,210,680.51 7,240,582.34<br />

18,241,180.51 14,600,169.05<br />

14 2,567,757.13 2,285,714.00<br />

15 7,187,527.96 7,124,629.21<br />

16 3,584,941.77 3,111,927.23<br />

10,772,469.73 10,236,556.44<br />

17 71,757.62 0.00<br />

18 14,025,000.00 18,375,000.00<br />

15 285,338.04 191,100.12<br />

16 17,358,669.02 18,326,696.29<br />

17,644,007.06 18,517,796.41<br />

1,040,314.50 3,416,494.00<br />

19 115,394,097.34 78,685,666.99<br />

20 5,545,720.00 0.00<br />

120,939,817.34 78,685,666.99<br />

21 594,954.33 1,560,485.59<br />

185,897,258.22 147,677,882.48<br />

<strong>Annual</strong> Accounts<br />

43


44<br />

CONSOLIDATED INCOME STATEMENT<br />

PER IFRS FOR THE PERIOD FROM<br />

1 ST JANUARY TO 31 ST DECEMBER <strong>2008</strong><br />

Sales revenues<br />

Manufacturing costs<br />

Gross profit (loss) on sales<br />

Administration costs<br />

Sales costs<br />

Research & development costs<br />

Other operating<br />

income and expense<br />

Operating result<br />

Financial result<br />

Profit (loss) before taxes<br />

Taxes on income<br />

Unappropriated retained earnings (loss)<br />

Note <strong>2008</strong> (EUR) 01.06. to 31.12.2007 (EUR)<br />

22 199,956,341.45 76,406,606.51<br />

23, 26 -181,928,835.64 -59,829,310.42<br />

18,027,505.81 16,577,296.09<br />

-6,744,494.80 -4,710,034.51<br />

-4,405,283.04 -2,260,553.04<br />

-753,715.98 -392,883.41<br />

23 -85,705.46 -11,493.19<br />

6,038,306.53 9,202,331.94<br />

24 1,870,104.44 1,116,010.07<br />

25 7,908,410.97 10,318,342.01<br />

25 -3,113,399.51 -2,841,416.10<br />

4,795,011.46 7,476,925.91


CONSOLIDATED CASH FLOW STATEMENT<br />

FOR THE PERIOD FROM<br />

1 ST JANUARY TO 31 ST DECEMBER <strong>2008</strong><br />

Profit before taxes<br />

Taxes paid on income<br />

Depreciaion, amortisation and write-offs on<br />

intangible assets, and plant and equipment<br />

Financial result<br />

Change in provisions<br />

Change in inventories<br />

Payment on account carried as liabilities<br />

Trade accounts receivable<br />

Trade accounts payable<br />

Change in other assets<br />

Change in other liabilities<br />

Price gains and losses for securities<br />

Cash inflow from interest<br />

Interest payments<br />

Cash flow from operations<br />

Cash inflow from retirement of fixed assets<br />

Financial assets<br />

Cash outflow for intangible assets<br />

Property, plant and equipment<br />

Financial assets<br />

Cash flow from investments<br />

Free cash flow<br />

Disposition of earnings<br />

Change in financial liabilities<br />

Cash flow from financing activities<br />

Change in freely available liquid funds<br />

Liquid funds as of 01.01. / 01.06.<br />

Liquid funds as of 31.12.<br />

Change in liquid funds<br />

Note <strong>2008</strong> (EUR) 01.06. to 31.12.2007 (EUR)<br />

25 7,908,410.97 10,318,342.01<br />

25 -4,418,192.04 -1,229.69<br />

1, 2 2,462,795.37 1,704,672.62<br />

24 -1,870,104.44 -1,116,010.07<br />

15, 16 -3,224,784.92 -7,093,636.62<br />

5, 8 -555,745.70 3,850,863.74<br />

19 21,043,650.93 16,523,254.52<br />

9 -420,757.06 -1,837,663.59<br />

19 15,664,779.42 -2,922,653.31<br />

536,804.03 -367,208.28<br />

4,580,188.74 876,946.30<br />

24 -555,987.79 1,500.00<br />

24 4,841,386.93 2,286,996.83<br />

24 -1,221,551.17 -948,118.76<br />

44,770,893.27 21,276,055.70<br />

2 0.00 22,268.91<br />

3 0.00 13,000.00<br />

1 -477,027.98 -275,856.88<br />

2 -558,292.34 -181,292.58<br />

3 -1,589,201.42 0.00<br />

-2,624,521.74 -421,880.55<br />

42,146,371.53 20,854,175.15<br />

-1,154,000.00 0.00<br />

0.00 -5,336.68<br />

-1,154,000.00 -5,336.68<br />

40,992,371.53 20,848,838.47<br />

86,377,547.44 65,528,708.97<br />

11, 12, 18 127,369,918.97 86,377,547.44<br />

40,992,371.53 20,848,838.47<br />

<strong>Annual</strong> Accounts<br />

45


46<br />

CONSOLIDATED STATEMENT ON CHANGES<br />

IN EQUITY IN THE PERIOD<br />

1 ST JANUARY TO 31 ST DECEMBER <strong>2008</strong><br />

see Note 13<br />

01.06.2007<br />

Net income<br />

31.12.2007 / 01.01.<strong>2008</strong><br />

Net income<br />

Withdrawals from<br />

earned surplus<br />

Distributions to<br />

shareholders<br />

31.12.<strong>2008</strong><br />

Subscribed capital Capital reserve Profit reserves Net income for the year Total equity<br />

(EUR) (EUR) (EUR) (EUR) (EUR)<br />

28,000.00 2,500.00 7,329,086.71 -236,343.57 7,123,243.14<br />

0.00 0.00 0.00 7,476,925.91 7,476,925.91<br />

28,000.00 2,500.00 7,329,086.71 7,240,582.34 14,600,169.05<br />

0.00 0.00 0.00 4,795,011.46 4,795,011.46<br />

0.00 0.00 -2,329,086.71 2,329,086.71 0.00<br />

0.00 0.00 0.00 -1,154,000.00 -1,154,000.00<br />

28,000.00 2,500.00 5,000,000.00 13,210,680.51 18,241,180.51


<strong>Annual</strong> Accounts<br />

47


48<br />

GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

<strong>Standardkessel</strong> Power Systems Holding GmbH<br />

47138 Duisburg, Baldusstraße 13<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong> Holding GmbH<br />

47138 Duisburg, Baldusstraße 13<br />

<strong>Standardkessel</strong> GmbH<br />

47138 Duisburg, Baldusstraße 13<br />

<strong>Baumgarte</strong> Boiler Systems GmbH<br />

33647 Bielefeld, Senner Straße 115<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong> Service Holding GmbH<br />

46049 Oberhausen, Duisburger Straße 375<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong> Service GmbH<br />

46049 Oberhausen, Duisburger Straße 375<br />

emc Germany GmbH<br />

46049 Oberhausen, Duisburger Straße 375<br />

TOO "emc Kazakhstan" LLP<br />

120001 Kyzylorda A. Bokeikhan 47, Kazakhstan<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong> Contracting GmbH<br />

47138 Duisburg, Baldusstraße 13<br />

I. Explanations on the companies included in the consolidated<br />

accounts and their basis of valuation<br />

General information<br />

<strong>Standardkessel</strong> Power Systems Holding GmbH (SPSH) is the parent company of the<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong> Group and is a provider for the construction of boiler plants<br />

for the generation of heat and power, partly also the turnkey erection of complete power<br />

plants as well as the manufacture of steam boilers and similar equipment. The Group also<br />

provides qualified services and undertakes contracting business for boiler plants.<br />

The registered office of SPSH is located at Baldusstrasse 13, 47138 Duisburg (Germany).<br />

The consolidated financial statements encompass the following companies:<br />

(SPSH)<br />

(SBH)<br />

(SKG)<br />

(BBS)<br />

(SBSH) as of 02.09.<strong>2008</strong><br />

(SBS) as of 31.01.<strong>2008</strong><br />

(emc) as of 15.05.<strong>2008</strong><br />

(emc KZ) as of 31.03.<strong>2008</strong><br />

(SBC) as of 18.11.<strong>2008</strong>


GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Two non-operative subsidiaries were not included as they were not material for the consolidated<br />

financial statements.<br />

All amounts given in the notes are shown in KEUR (EUR x 1000). Due to the abridged<br />

financial year from 1st June to 31st December 2007, values from the previous year cannot<br />

be compared.<br />

The audited consolidated financial statements and group management report are deposited<br />

with Duisburg District Court under HRB 17458. The financial statements are<br />

expected to be released for publication by the management of <strong>Standardkessel</strong> Power<br />

Systems Holding GmbH at the end of May 2009.<br />

Basis of rendering accounts<br />

The consolidated financial statements of SPSH as reporting parent company for the financial<br />

year from 1st January to 31st December <strong>2008</strong> were prepared in application of Section<br />

315 a German Commercial Code (HGB) in accordance with the International Financial<br />

<strong>Report</strong>ing Standards (IFRS) promulgated by the International Accounting Standards Board<br />

(IASB), London, as adopted/applied by the European Union. All IASB standards and interpretations<br />

of the International Financial <strong>Report</strong>ing Interpretations Committee (IFRIC)<br />

applicable to the <strong>2008</strong> financial year, and the interpretations of the SIC Standing Interpretations<br />

Committee (SIC), its predecessor organisation, are accounted for in as far as<br />

they are endorsed by the EU. Further disclosure requirements under Section 315 a HGB<br />

are also met.<br />

The following new and amended standards and interpretations were adopted by the<br />

date the consolidated financial statements were prepared at 31st December <strong>2008</strong> but<br />

these only come into force at a later date, and were not applied prematurely to these<br />

consolidated financial statements. Their effects on the consolidated financial statements<br />

of <strong>Standardkessel</strong> Power Systems Holding GmbH have not yet been fully analysed so the<br />

effects anticipated and given at the bottom of the table are only initial estimates.<br />

Notes<br />

49


50<br />

GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Standard/<br />

Interpretation<br />

IFRS 1 First Time Adoption of IFRS (amendment)<br />

IFRS 2 Share-based payment (amendment)<br />

IFRS 3 Business combinations<br />

IFRS 8 Operating segments<br />

IAS 1 Presentation of financial statements<br />

IAS 23 Borrowing costs (revised)<br />

IAS 27 Consolidated and individual<br />

financial statements acc. to IFRS<br />

IAS 32 Financial instruments: presentation (revised)<br />

IAS 39 Financial instruments: Recognition and<br />

Measurement – risk positions which qualify<br />

for hedge accounting, (amendment)<br />

IAS 39 Financial instruments: Recognition and<br />

Measurement – reclassification of<br />

financial assets (amendment)<br />

IFRIC 12 Service Concession Arrangements<br />

IFRIC 13 Customer Loyalty Programmes<br />

IFRIC 15 Agreements for the<br />

Construction of Real Estate<br />

IFRIC 16 Hedges of a Net Investment<br />

in a Foreign Operation<br />

IFRIC 17 Distribution of<br />

Non-Cash Assets to Owners<br />

IFRIC 18 Transfers of Assets from Customers<br />

FN Applicable to Planned application<br />

financial years as of for the first time as of<br />

1, 3 1st January 2009 1st January 2009<br />

1 1st January 2009 1st January 2009<br />

1, 3 1st July 2009 1st January 2010<br />

1 1st January 2009 1st January 2009<br />

1 1st January 2009 1st January 2009<br />

1 1st January 2009 1st January 2009<br />

1, 2, 3 1st July 2009 1st January 2010<br />

1, 3 1st January 2009 1st January 2009<br />

1, 3 1st July 2009 1st January 2010<br />

1, 3 1st July <strong>2008</strong> 1st January 2009<br />

1, 3 1st January <strong>2008</strong> 1st January 2009<br />

1 1st July <strong>2008</strong> 1st January 2009<br />

1, 3 1st January 2009 1st January 2009<br />

1, 3 1st October <strong>2008</strong> 1st January 2009<br />

1, 3 1st July 2009 1st January 2010<br />

1, 3 1st July 2009 1st January 2010<br />

FN<br />

1 No noteworthy effects on the consolidated financial statements are anticipated.<br />

2 Additional / Modified information in particular is anticipated in the notes to the consolidated annual financial statements.<br />

3 Statements by the IASB / IFRC have not yet been adopted by the EU at the accounting date.


GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Assets and debts acquired<br />

Goodwill<br />

Other long-term assets<br />

Short-term assets<br />

Purchase price<br />

Net liquidity assumed<br />

Net outflow from acquisition<br />

Apart from the balance sheet and income statement, a cash flow statement and equity<br />

statement are shown.<br />

In order to improve presentation, various items in the group balance sheet and group<br />

income statement are combined. These items are accordingly broken down and explained<br />

in the notes. The income statement was prepared in accordance with the cost of sales<br />

method.<br />

Companies included in the consolidation and consolidation<br />

The consolidated financial statements include the companies under the control of SPSH.<br />

The financial statements of the companies included in the consolidated financial statements<br />

are prepared in accordance with uniform balance sheet recognition and valuation<br />

methods at the same balance sheet date as the financial statements of the parent company.<br />

For the first time, the newly formed resp. acquired companies were consolidated.<br />

SPSH acquired 100% of the shares in TOO “emc Kazakhstan” LLP, Kyzylorda / Kazakhstan<br />

(emc KZ) by sales contract of 31.03.<strong>2008</strong> (acquisition date) for a purchase price including<br />

ancillary acquisition costs totalling KEUR 25 which was paid in cash.<br />

The purchase price is allocated to the acquired assets and debts as follows.<br />

Book value prior Book value after<br />

to acquisition acquisition<br />

0 169<br />

7 7<br />

219 219<br />

0 25<br />

0 -120<br />

The goodwill of KEUR 169 remaining after allocation of the purchase price is the balance<br />

of the acquisition costs of KEUR 25 and the market value of the net assets acquired of<br />

KEUR 144. Goodwill is essentially the customerspecific know-how and customer relations<br />

of emc KZ.<br />

The acquired company, which operates in the spare parts and service business for gas turbines,<br />

contributed KEUR 225 to the result of sales revenues amounting to KEUR 2,265.<br />

145<br />

Notes<br />

51


52<br />

GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Name<br />

<strong>Standardkessel</strong> Power Systems Holding GmbH,<br />

Duisburg<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong> Holding GmbH,<br />

Duisburg<br />

<strong>Standardkessel</strong> GmbH, Duisburg<br />

<strong>Baumgarte</strong> Boiler Systems GmbH, Bielefeld<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong><br />

Service Holding GmbH, Oberhausen<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong><br />

Service GmbH, Oberhausen<br />

emc Germany GmbH, Oberhausen<br />

TOO "emc Kazakhstan" LLP,<br />

Kyzylorda/Kasachstan<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong> Contracting<br />

GmbH, Duisburg<br />

Capital was consolidated according to the purchase method by offsetting acquisition<br />

costs against net assets valued pro rata which are attributable to the parent company at<br />

the time of acquisition. Intangible assets were also recognised at their market value which<br />

were not hitherto reported in the individual financial statements of the acquired companies.<br />

Intangible assets identified in the acquisition of the company were then recognised<br />

separately at the time of acquisition if the requirements of IAS 38 for activating an immaterial<br />

asset were met. Furthermore, carriedforward losses recognised for tax purposes<br />

were activated as a deferred tax claim. The valuation of the assets recognised at the time<br />

of acquisition is adjusted within twelve months of acquisition for the benefit or charge<br />

of the assets.<br />

The following table gives an overview of the companies with their individual financial<br />

statements included in the consolidated financial statements:<br />

Equity as of Group<br />

31.12.<strong>2008</strong> share in<br />

KEUR %<br />

6,191 100<br />

10,171 100<br />

10,019 100<br />

15,220 100<br />

1,670 100<br />

109 100<br />

-265 100<br />

81 100<br />

25 100


GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Licences<br />

CAD system library<br />

Calculation programmes<br />

Sales archive<br />

Engineering archive<br />

The intra-group transactions as well as expenditure, income and intercompany profits,<br />

accounts receivable and payable between the individual companies were eliminated.<br />

Goodwill<br />

Goodwill is the difference between acquisition costs and the market value of assets and<br />

debts acquired within the scope of an acquisition on the assets side. Goodwill is shown in<br />

the assets side of the balance sheet and is not subject to scheduled depreciation but an<br />

impairment test is carried out at least once a year to determine the need for any unscheduled<br />

depreciation. There was no need for devaluation in <strong>2008</strong>.<br />

Intangible assets<br />

Depreciable intangible assets acquired against payment are reported at acquisition cost<br />

less scheduled depreciation on a straight-line basis (useful life three to ten years).<br />

3 to 5 years<br />

5 years<br />

10 years<br />

10 years<br />

10 years<br />

Impairment is assessed according to occurrence by comparing the book value and the<br />

realisable amount. The realisable amount corresponds to the higher of the two values<br />

from the market value less the sales costs and cash value of the future attributable cash<br />

flow due to continued use of the asset. If the book value is higher than the realisable<br />

amount, the asset is depreciated by the resulting difference (fair value).<br />

Research costs are treated as ongoing expense per IAS 38. Development costs are capitalised<br />

in accordance with IAS 38, if the conditions to do so are met.<br />

Notes<br />

53


54<br />

GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Buildings<br />

Installations on land<br />

Plant and machinery<br />

Fixtures and fittings<br />

Property, plant and equipment<br />

Property, plant and equipment are valued according to the cost method of IAS 16 at<br />

cost of acquisition or production, reduced by scheduled and, where applicable, also unscheduled<br />

depreciation. Repair costs and interest on external borrowing are reported as<br />

ongoing expense.<br />

Scheduled depreciation is determined pro rata temporis based on expected useful life<br />

according to the straight-line method. Scheduled depreciations are based on the following<br />

useful lives established as uniform across the Group:<br />

20 to 50 years<br />

8 to 20 years<br />

5 to 15 years<br />

3 to 13 years<br />

Property, plant and equipment are subject to unscheduled depreciation if a decline in<br />

value is indicated and the realisable amount is below the cost of acquisition or production<br />

carried forward. A write-up is performed if the reasons for unscheduled deprecation in<br />

previous years are no longer applicable. Due to the amendment of § 6 II a EStG [Income<br />

Tax Act], low-value assets attributable to property, plant and equipment are accumulated<br />

in the year of their addition and deprecated as scheduled over five years.<br />

Long-term financial assets<br />

Long-term financial assets are capitalised at acquisition cost according to IAS 39 if they<br />

are loans and receivables. The acquisition costs of long-term low or zero-interest loans<br />

correspond to their cash value at the time of acquisition. They have times to maturity of<br />

up to five years. Other long-term financial assets are written down to the lower value as<br />

necessary on the balance sheet date. They are written off when they are sold or mature.<br />

Interests in non-consolidated subsidiaries are valued according to IAS 39 at the ascribed<br />

market value.


GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Inventories<br />

Inventories are valued at cost of acquisition or production or at the lower net sale value.<br />

Costs of production encompass the directly allocated costs of fabrication and the fixed<br />

and variable costs of material and fabrication allocated at a pro rata share. Overhead cost<br />

allocations are on principle determined on the basis of normal capacity. Sales costs, general<br />

administration costs and interest on external borrowing are not capitalised.<br />

Raw materials and consumables are valued at the average purchasing prices plus ancillary<br />

costs, less cash discounts, taking the net sales value into account.<br />

Other short-term assets and short-term financial assets<br />

Other short-term assets and short-term financial assets are recognised at cost of acquisition<br />

or the lower ascribed value. Apparent individual risks in accounts receivable are<br />

accounted for by way of individual value adjustments. Zero interest receivables with a<br />

time to maturity of more than 1 year are discounted. Based on experience in the past, no<br />

further lump sum value adjustments need to be made. Write-ups are performed when<br />

the reasons for an individual value adjustment made in previous years no longer exist.<br />

Receivables and liabilities in foreign currencies are converted at the rate on the accounting<br />

date. Value adjustments as a result are treated as affecting net income.<br />

Manufacturing orders<br />

Manufacturing orders are recognised using the percentage of completion method (P.O.C.).<br />

The percentage of completion is calculated from the share of the order costs incurred up<br />

to the balance sheet date in the expected total order costs (cost-to-cost method). Sales<br />

revenues and cost of sales are reported based on the expected order revenues and the<br />

expected order costs according to the percentage of completion achieved. Parts of trade<br />

orders valued per P.O.C. are recognised in the balance sheet as accounts receivable from<br />

manufacturing orders. Payments on account received for P.O.C. orders are deducted on<br />

an order-by-order basis up to the amount of the receivables, any excess is carried as a<br />

liability as payments on account received.<br />

Impending losses from manufacturing orders are recognised on the balance sheet as<br />

expense immediately i.e. at the time they are detected. Insofar as the result of a manufacturing<br />

order is not yet sufficiently certain, the revenue is reported only at the level of the<br />

order costs incurred (zero profit method). The profit portion is only realised – on a sliding<br />

scale based on risk classes – when completion has progressed to such a stage that order<br />

revenues and costs still to be incurred can be estimated reliably.<br />

The orders valued according to the zero profit method are reported in the income statement<br />

as sales revenues and manufacturing costs at the level of the costs incurred. In the<br />

balance sheet, these orders are recognised as accounts receivable from manufacturing<br />

orders.<br />

Notes<br />

55


56<br />

GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Provisions<br />

Provisions for pensions are valued in compliance with IAS 19 according to the projected<br />

unit credit method, taking future developments in salaries and pensions into account<br />

insofar as these involve defined benefit pension plans. Actuarial gains / losses are realised<br />

immediately.<br />

Other provisions are formed according to IAS 37 for all risks and contingent liabilities apparent<br />

on the balance sheet date, resulting from past transactions or past events where<br />

their amount or date of maturity is uncertain, at the amount at which they are expected<br />

to be incurred. Provisions with a time to maturity of more than one year are discounted.<br />

We set up provisions for warranties at the time the final invoice for the orders is sent to<br />

the customers. Provisions for warranties are set based on the warranty expense incurred<br />

in the past, the warranty period and the revenues associated with the warranties. In addition,<br />

individual provisions for warranties are formed for individual claims. Accruals for<br />

costs not yet invoiced and for other order-specific liabilities are valued based on expected<br />

payments still to be made, and for payment in kind obligations, at the production costs<br />

still to be incurred.<br />

Liabilities<br />

Liabilities are generally recognised for the first time in the balance sheet at the amount of<br />

the consideration received. Liabilities are generally recognised in subsequent periods as<br />

liabilities with the costs of acquisition carried forward (applying, if necessary, the effective<br />

interest method). Liabilities with time to maturity of over twelve months are reported at<br />

their cash value. Liabilities in foreign currencies are converted at the rate on the accounting<br />

date.<br />

Estimates<br />

When preparing the consolidated financial statements, assumptions were made and estimates<br />

applied which impacted on the amount and reporting of the assets and debts,<br />

income and expenses and contingent liabilities reported in the balance sheet. The assumptions<br />

and estimates essentially relate to the establishment of economic useful life<br />

as uniform across the Group, assumptions on the percentage of completion and the<br />

total costs of customer-specific manufacturing orders, the reporting of provisions in the<br />

balance sheet and the possibility of future tax reductions. The assumptions on which a<br />

respective estimate is based are clarified in the individual balance sheet items and the<br />

income statement. Actual values can in some cases deviate from the assumptions and<br />

estimates. Such deviations are taken into account as income or losses as soon as they<br />

become known.<br />

Deferred income taxes<br />

Deferred income taxes are recognised based on the balance sheet-oriented asset and<br />

liability method. Income taxes are deferred for temporary differences between tax and<br />

valuations entered in the balance sheet, for consolidation processes and for tax losses<br />

carried forward.


GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Deferred tax assets are only recognised insofar as the associated tax reductions are likely<br />

to occur. Losses carried forward are only included in the tax deferrals to the extent that,<br />

on the basis of the forecast results for tax purposes, taxable income is expected in the<br />

future which will suffice to realise the deferred income tax assets.<br />

Deferred income taxes are valued at the tax rate applicable on the balance sheet date.<br />

Changes in the tax rate are taken into account according to IAS 12 as soon as they have<br />

gone through legislative procedure.<br />

Income and expenses<br />

The income statement is prepared according to the cost of sales method.<br />

Sales are entered at the time the deliveries or services are provided and the risk has passed<br />

to the customer. Sales are reduced by cash discounts, customer bonuses and rebates.<br />

Where manufacturing orders are long-term, sales are reported according to the percentage<br />

of completion method (P.O.C.). For more details, please refer to the explanations on<br />

manufacturing orders.<br />

Operating expense is reported when the service is utilised, expenses for advertising and<br />

sales promotion and other sales-related expenses at the time they are incurred as expense.<br />

Interest income and expenses and other costs from external borrowing are reported<br />

as income or losses as accrued.<br />

Currency translation<br />

The respective transaction rates during the year are used as the basis for translating<br />

foreign currency amounts into euros. At the end of the year, the open foreign currency<br />

balances are recalculated at the accounting date rate, and currency differences are<br />

reported as income or losses.<br />

Cash flow statement<br />

The cash flow statement was prepared in accordance with the provisions of IAS 7. In the<br />

cash flow statement, the cash flows are broken down into the areas of cash flow from<br />

operations, cash flow from investments, and cash flow from financing activities. The indirect<br />

method is used to determine the cash flow from operations.<br />

Operating income and expense not affecting cash flow are eliminated within the cash<br />

flow from operations. This shows the change in liquidity as a result of the annual profit.<br />

Cash flow from investments contains the investments in intangible assets, property, plant<br />

and equipment and financial assets affecting financing as well as cash inflow from the<br />

retirement of intangible assets, property, plant and equipment and loans.<br />

Cash flow from financing activities includes the balance sheet items “Securities”, “Cash<br />

on hand, credit balances at banks”, and “Liabilities due to banks”.<br />

Notes<br />

57


58<br />

GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

<strong>2008</strong><br />

Gross book value as of 01.01.<strong>2008</strong><br />

Cumulative depreciations 01.01.<strong>2008</strong><br />

Situation on 01.01.<strong>2008</strong><br />

Additions<br />

Retirements<br />

Depreciations<br />

Situation on 31.12.<strong>2008</strong><br />

Gross book value as of 31.12.<strong>2008</strong><br />

Cumulative depreciations 31.12.<strong>2008</strong><br />

Previous year<br />

Gross book value as of 01.06.2007<br />

Cumulative depreciations 01.06.2007<br />

Situation on 01.06.2007<br />

Additions<br />

Retirements<br />

Depreciations<br />

Situation on 31.12.2007<br />

Gross book value as of 31.12.2007<br />

Cumulative depreciations 31.12.2007<br />

II. Explanations on the balance sheet<br />

1 Intangible assets<br />

Goodwill Licences, software<br />

similar rights<br />

Intangible assets<br />

15,079 12,629 27,708<br />

0 -2,366 -2,366<br />

15,079 10,263 25,342<br />

169 308 477<br />

0 -3 -3<br />

0 -2,060 -2,060<br />

15,248 8,508 23,756<br />

15,248 12,934 28,182<br />

0 -4,426 -4,426<br />

15,079 12,353 27,432<br />

0 -970 -970<br />

15,079 11,383 26,462<br />

0 276 276<br />

0 0 0<br />

0 -1,396 -1,396<br />

15,079 10,263 25,342<br />

15,079 12,629 27,708<br />

0 -2,366 -2,366


GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Licences, software and similar rights carry predefined useful lives. Scheduled depreciations<br />

on them amount to KEUR 2,063 (previous year KEUR 1,396) and are included in the<br />

functional costs, in particular in the costs of manufacturing. Residual life of the intangible<br />

assets included in the Purchase Price Allocation in 2007 is four to nine years.<br />

Goodwill of KEUR 15,248 (previous year KEUR 15,079) is shown resulting from company<br />

acquisitions. The difference to the previous year results from the first-time consolidation<br />

of TOO “emc Kazakhstan” LLP. The impairment test carried out at the balance sheet date<br />

did not result in any value adjustment expenditure.<br />

Notes<br />

59


60<br />

GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

<strong>2008</strong><br />

Gross book value as of 01.01.<strong>2008</strong><br />

Cumulative depreciations 01.01.<strong>2008</strong><br />

Situation on 01.01.<strong>2008</strong><br />

Additions<br />

Retirements<br />

Depreciations<br />

Situation on 31.12.<strong>2008</strong><br />

Gross book value as of 31.12.<strong>2008</strong><br />

Cumulative depreciations 31.12.<strong>2008</strong><br />

Previous year<br />

Gross book value as of 01.06.2007<br />

Cumulative depreciations 01.06.2007<br />

Situation on 01.06.2007<br />

Additions<br />

Retirements<br />

Depreciations<br />

Situation on 31.12.2007<br />

Gross book value as of 31.12.2007<br />

Cumulative depreciations 31.12.2007<br />

2 Property, plant and equipment<br />

Real estate Technical plant Other plant, Fixed assets<br />

and machinery fixtures and<br />

fittings<br />

3,176 124 3,673 6,973<br />

-1,879 -83 -3,004 -4,966<br />

1,297 41 669 2,007<br />

0 1 557 558<br />

0 -17 -76 -93<br />

-106 11 -212 -307<br />

1,191 36 938 2,165<br />

3,176 108 4,154 7,438<br />

-1,985 -72 -3,216 -5,273<br />

3,167 124 3,614 6,905<br />

-1,803 -79 -2,869 -4,751<br />

1,364 45 745 2,154<br />

9 0 172 181<br />

0 0 -113 -113<br />

-76 -4 -135 -215<br />

1,297 41 669 2,007<br />

3,176 124 3,673 6,973<br />

-1,879 -83 -3,004 -4,966<br />

The scheduled depreciations on fixed assets of KEUR 400 (previous year KEUR 215) are<br />

included in the functional costs, in particular in the manufacturing costs.


GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

3 Long-term financial assets<br />

Shareholdings of KEUR 33 (previous year KEUR 9) are held in three companies which were<br />

not valued at equity because of their insignificance. They are valued according to IAS 39<br />

on principle at their ascribed market value which corresponds to the amortised costs.<br />

There are also long-term assets of KEUR 1,500 (previous year KEUR 500).<br />

Valuation is at cost of acquisition. Value adjustments were made to shareholdings and<br />

loans to shareholdings of KEUR 565 according to anticipated future cash flows.<br />

4 Deferred income tax receivables<br />

Deferred income taxes are formed pursuant to IAS 12 for valuation differences between<br />

the fiscal balance sheets of the individual companies and the consolidated financial statements.<br />

The tax rates for deferred income taxes within the Group are on average 31.7%.<br />

Temporary differences between the valuations in the IFRS consolidated financial statements<br />

and the respective tax valuation impact on the tax deferrals reported in the balance<br />

sheet as follows:<br />

Notes<br />

61


62<br />

GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Long-term assets<br />

Intangible assets<br />

Fixed assets<br />

Financial assets<br />

Short-term assets<br />

Inventories<br />

Receivables and other assets<br />

Long-term debts<br />

Provisions<br />

Current debts<br />

Provisions<br />

Liabilities and other<br />

Fiscal carried-forward losses<br />

Sub-total<br />

Balance of deferred active and<br />

passive taxes<br />

Value shown in the balance sheet<br />

31.12.<strong>2008</strong> 31.12.<strong>2008</strong> 31.12.2007 31.12.2007<br />

Assets Liabilities Assets Liabilities<br />

2,139 2,439 2,438 3,014<br />

-889 -693 386<br />

2,278 502<br />

25 524 424 -221<br />

448 177 -47<br />

1,080 371<br />

3,669 3,391<br />

5,833 5,880 6,239 3,503<br />

-5,808 -5,808 -3,503 -3,503<br />

25 72 2,736 0<br />

Deferred taxes on carried-forward losses were shown on the assets side where it is likely<br />

that they can be offset against future profits. No deferred taxes were recognised for fiscal<br />

carried-forward losses for corporation tax and trade income tax totalling KEUR 3,025<br />

because their effectiveness in reducing tax was not adequately guaranteed.


GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Receivables from other taxes<br />

Accrual for payments relating to other periods<br />

Receivables not yet invoiced<br />

Manufacturing costs<br />

plus P.O.C. result<br />

“Zero profit” receivables not yet invoiced<br />

Payments on account made<br />

Less payments on account received<br />

5 Raw materials and consumables<br />

The total book value of raw materials and consumables reported in the balance sheet on<br />

the accounting date is KEUR 808 (previous year KEUR 487).<br />

The amount of value write-downs posted amounts to KEUR 268 (previous year KEUR 63).<br />

6 Current income tax receivables<br />

Current income tax receivables basically include receivables from the tax offices from<br />

interest income tax and trade income tax.<br />

7 Other assets<br />

31.12.<strong>2008</strong> 31.12.2007<br />

1,599 1,015<br />

1,692 808<br />

3,291 1,823<br />

Individual value adjustments were made on receivables from other taxes (basically foreign<br />

turnover taxes) of KEUR 493 (previous year KEUR 486).<br />

8 Accounts receivable from manufacturing orders<br />

31.12.<strong>2008</strong> 31.12.2007<br />

239,203 166,859<br />

21,144 4,587<br />

937 376<br />

1,513 2,665<br />

-259,055 -170,978<br />

3,742 3,509<br />

The items bear no interest. By accounting for appropriate reductions in value, the book<br />

values correspond to the market values. Deficit orders are reported in the provisions for<br />

other order-related obligations as anticipated losses of KEUR 0 (previous year KEUR 477).<br />

Notes<br />

63


64<br />

GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

9 Trade accounts receivable<br />

Trade accounts receivable are reported at KEUR 4,693 (previous year KEUR 4,273). Shortterm<br />

receivables do not bear interest and are recognised at acquisition cost. Doubtful customer<br />

accounts are recognised at the lower recoverable amount. Accounts receivable valued<br />

in foreign currencies are valued at the mean rate on the balance sheet date. This results in a<br />

currency gain in the balance of KEUR 5 (previous year currency loss of KEUR 1).<br />

Completed orders finally billed to customers are reported in trade accounts receivable.<br />

The so-called retention money is as a rule replaced by submission of a warranty surety so<br />

that there are no receivables with a time to maturity of more than one year. All receivables<br />

amounting to KEUR 4,693 (previous year KEUR 4,273) are therefore due within one<br />

year. When receivables are met, they are eliminated from the accounts. The book values<br />

comply with the ascribed market values.<br />

As far as the trade accounts receivable are concerned where neither the value is reduced<br />

nor payment delayed, there are no indications at the accounting date that the debtors<br />

will not meet their payment commitments (see table following the explanations on other<br />

financial assets).<br />

Value adjustments to the trade accounts receivable of KEUR 730 (previous year KEUR<br />

1,554) were carried out (see table following the explanations on Other financial assets).<br />

10 Other financial assets<br />

These are loans and other receivables.<br />

Individual value adjustments on these amounted to KEUR 15 (previous year KEUR 0).<br />

Other financial assets in foreign currency with a fixed value date are valued at the forward<br />

exchange hedge rate on the balance sheet date. This results in a currency gain of<br />

KEUR 43 (previous year KEUR 0).


GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Book value<br />

There of neither reduced in value nor overdue<br />

on the accounting date<br />

Not adjusted in value,<br />

overdue in the time bands<br />

Overdue in less than 30 days<br />

Overdue between 30 and 60 days<br />

Overdue between 61 and 90 days<br />

Overdue between 91 and 180 days<br />

Overdue between 181 and 360 days<br />

Overdue in more than 360 days<br />

Individual value adjustments<br />

Trade accounts receivable<br />

Other financial assets<br />

Trade accounts Other financial<br />

receivable assets<br />

4,693 799<br />

3,237 654<br />

840 0<br />

229 0<br />

195 0<br />

4 0<br />

0 120<br />

188 25<br />

The individual value adjustments developed as follows:<br />

01.01.<strong>2008</strong> Appropriation Liquidation Drawdown 31.12.<strong>2008</strong><br />

1,554 15 -298 -541 730<br />

0 15 0 0 15<br />

1,554 30 -298 -541 745<br />

Notes<br />

65


66<br />

GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Subscribed capital<br />

Capital reserve<br />

Profit reserves<br />

Net income for the year<br />

11 Securities<br />

The securities are intended for short-term management of liquidity. The securities amounting<br />

to KEUR 7,148 (previous year KEUR 22,024) are mortgage bonds of KEUR 3,010<br />

(previous year KEUR 2,995) which are held for commercial purposes. They are reported in<br />

the balance sheet at market value. The interest rate is on average 4.544% p.a. (previous<br />

year 4.62% p.a.). There were price gains in the securities of KEUR 15 (previous year KEUR<br />

0). The trading date is decisive for reporting the regular acquisition and sale of securities.<br />

They are valued on the basis of market values on an active market.<br />

Due to the crisis in the financial markets, the price trend in the other securities (shares) of<br />

KEUR 4.709 is negative and led to a price loss of KEUR 571 (previous year KEUR 2) on the<br />

accounting date. It is assumed that the price losses are of a permanent nature given the<br />

current situation on the financial markets so that if the securities need to be sold, a loss<br />

will be realised. The loss in value of the securities allocated to the Available for Sale category<br />

therefore was not offset in equity without effect on net income but included in the<br />

financial result charged to expenditure as diminution in value according to IAS 39.67.<br />

Attention is drawn here to (27) Financial instruments.<br />

12 Cash on hand, credit balances at banks<br />

Of the credit balances at banks, KEUR 41,086 (previous year KEUR 31,471) were deposited<br />

to secure bank credit lines according to term. To provide security for the long-term<br />

liabilities of KEUR 14,025 (previous year KEUR 18,375) due to banks, the credit balances<br />

are pledged to the lead bank.<br />

13 Equity<br />

31.12.<strong>2008</strong> 31.12.2007<br />

28 28<br />

3 3<br />

5,000 7,329<br />

13,210 7,240<br />

18,241 14,600


GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Capital management aims to ensure adequate credit-worthiness and compliance with<br />

national and international criteria for project tenders through an appropriate equity ratio.<br />

Adequate capital in the form of equity and external borrowing is assured and made<br />

available to all group companies.<br />

Minimum requirements from investors exist as of the reporting date 31st December <strong>2008</strong><br />

in the form of the total debt service coverage und dynamic level of indebtedness covenants<br />

(staggered in years). The <strong>Standardkessel</strong> <strong>Baumgarte</strong> Group has complied with<br />

these covenants during the entire reporting period and at the balance sheet date.<br />

14 Subordinated shareholder loan<br />

The majority shareholder granted a subordinated interest-bearing loan of KEUR 2,568<br />

(previous year KEUR 2,286).<br />

15 Provisions for pensions<br />

The company pension plans of the companies for their employees are essentially based<br />

on direct, defined benefit pension commitments within the meaning of IAS 19. Length<br />

of service with the company and the pensionable remuneration are decisive factors when<br />

assessing pensions.<br />

These pension commitments are financed by forming provisions for pensions. Provisions<br />

for pensions are actuarially valued according to the projected unit credit method, taking<br />

into account future developments. Actuarial gains and losses are accounted for fully in<br />

the net income in the period they accrue.<br />

Realistic assumptions, valid at the balance sheet date, are used among other things for<br />

the imputed interest rate as well as for future salary increases with final salary pension<br />

commitments and for future pension adjustments. The interest component contained in<br />

the pension expenses is reported within interest expense.<br />

Information on defined benefit plans<br />

The companies have direct pension obligations based on individual commitments and<br />

a general policy. The following arrangements apply to the valuation of pension obligations<br />

derived from a pension plan dated 2nd January 1989 and from the general terms<br />

and conditions for management pensions dating back to May 1998 of a former parent<br />

company.<br />

A retirement pension is paid when the employee attains the age of 65, or on drawing a<br />

retirement pension from the statutory pension scheme, or when the pensionable age limit<br />

is brought forward. In addition, there are agreements on disability, orphans and widows<br />

pensions.<br />

A pension payable monthly is provided when the employee attains the age of 65 or is<br />

unable to work prior to that date.<br />

Notes<br />

67


68<br />

GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Accounting interest rate<br />

Pensions trend<br />

Salary trend<br />

Situation on 01.01. (01.06.)<br />

Expenditure for additional pension rights<br />

acquired during the financial year<br />

Interest expense for rights already acquired<br />

Actuarial<br />

gains / losses<br />

Benefits paid out<br />

Situation on 31.12.<br />

As of 31st December <strong>2008</strong>, there is a change in the number of prospective beneficiaries<br />

and pensioners. 208 prospective beneficiaries (previous year 210), 115 vested pension<br />

rights (previous year 115) and 217 pensioners (previous year 198) are accounted for in<br />

the plans as of 31st December <strong>2008</strong>. For the companies, the cash value of the pension<br />

obligations was determined based on the following assumptions:<br />

31.12.<strong>2008</strong> 31.12.2007<br />

5,75% 5,25%<br />

2,00% 1,75%<br />

2,00% 2,00%<br />

The biometric calculation is based on the mortality tables 2005G of Prof. Dr. Klaus<br />

Heubeck. The provisions for pensions have developed as follows over the course of the<br />

financial year:<br />

<strong>2008</strong> 2007<br />

7,316 7,685<br />

196 120<br />

385 205<br />

-180 -561<br />

-244 -133<br />

7,473 7,316


GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Cash value of future benefits from pension<br />

commitments (defined benefit obligation)<br />

Other pensions<br />

Expenditure for additional pension rights<br />

acquired during the financial year<br />

Interest expenses for rights already acquired<br />

(interest cost)<br />

Pension expenditure for the period<br />

Provisions for pensions in the balance sheet are derived as follows from the value of the<br />

obligations:<br />

31.12.<strong>2008</strong> 31.12.2007<br />

7,422 7,262<br />

51 54<br />

7,473 7,316<br />

The cash value of future benefits from pension commitments shows the actual target value<br />

for the valuation per IAS 19. The actuarial cash value of the future benefits earned by employees<br />

entitled on the valuation date to pensions or rights to future pension benefits according<br />

to the respective pension plan was appropriated to reserves.<br />

Pension expenditure for the respective period comprises the following and is reported in the<br />

items indicated in the income statement:<br />

Item in Income<br />

Statement <strong>2008</strong> 2007<br />

23 196 120<br />

24 385 205<br />

581 325<br />

Of the provisions for pensions and similar obligations, KEUR 285 (previous year KEUR 191) is<br />

expected to fall due in the subsequent financial year.<br />

The obligations will be financed exclusively from provisions.<br />

Notes<br />

69


70<br />

GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Warranties<br />

Costs not yet invoiced<br />

Other order-specific obligations<br />

Obligations for and towards employees<br />

Other sundry accruals<br />

16 Other provisions<br />

Situation on Drawdown Appropriation Liquidation Situation on<br />

01.01.<strong>2008</strong> 31.12.<strong>2008</strong><br />

5,741 -2,782 8,167 -1,338 9,788<br />

7,167 -2,643 5,727 -5,885 4,366<br />

The provisions for warranties cover contractual warranty obligations. The accrual for costs<br />

not yet invoiced relates to outstanding supplier invoices, expenditure for remedy of defects<br />

and other order-specific obligations.<br />

The obligations for and towards employees exist to cover anniversaries, redundancy payments,<br />

pre-retirement part-time programmes, bonuses, special remuneration, overtime<br />

and accumulated time, vacation and the mutual indemnity association. The long-term<br />

component of these provisions is discounted. There was a reduction of a discounted<br />

amount of KEUR 58 (previous year KEUR 15) due to the lapse of time. The discounting<br />

rate was increased in <strong>2008</strong> from 5.25% to 5.75%. This had a positive effect on the result<br />

of KEUR 11.<br />

Other sundry accruals related to numerous individual risks.<br />

17 Deferred income taxes<br />

794 -494 0 -300 0<br />

6,118 -4,709 4,007 -190 5,226<br />

1,619 -1,114 1,122 -63 1,564<br />

21,439 -11,742 19,023 -7,776 20,944<br />

Deferred income taxes amount to KEUR 72 (previous year KEUR 0) after offset against<br />

deferred income tax receivables of KEUR 5,808 (previous year KEUR 3,503).<br />

18 Long-term liabilities due to banks<br />

Liabilities due to banks are secured by the pledging of all shares in the companies of the<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong> Group, the assignment of the claims of these companies under<br />

insurance contracts except for car insurances and the pledging of balances which the<br />

group companies maintain at the leading bank.


GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Payments on account received for orders<br />

Trade accounts payable /<br />

supplier drawdown<br />

Personnel liabilities<br />

Liabilities from taxes<br />

Other sundry liabilities<br />

The acquisition loan raised to finance the purchase price has a time to maturity of seven<br />

years, KEUR 2,850 (previous year KEUR 2,850) thereof has a time to maturity of up to one<br />

year, KEUR 11,175 (previous year KEUR 11,400) thereof a time to maturity of between<br />

one and five years, and KEUR 0 (previous year KEUR 4,125) thereof a time to maturity of<br />

more than five years. The loan is valued at the repayment amount, is interest-bearing and<br />

repaid on a straight-line basis.<br />

19 Obligations from manufacturing orders<br />

31.12.<strong>2008</strong> 31.12.2007<br />

Payments on account received from P.O.C. orders are deducted on an order-by-order basis<br />

up to the amount of the receivable; any excess is carried as a payment on account received.<br />

Given the time to maturity, the book value is a reasonable approach to the ascribed<br />

market value. Obligations are all short-term.<br />

20 Other financial liabilities<br />

The liabilities are towards a consortium.<br />

Other financial liabilities are reported as short-term liabilities because they are due within<br />

one year. For this reason, the repayable amount corresponds to the ascribed market value.<br />

21 Other short-term liabilities<br />

80,249 59,205<br />

35,145 19,481<br />

115,394 78,686<br />

31.12.<strong>2008</strong> 31.12.2007<br />

56 115<br />

465 1,372<br />

74 73<br />

595 1,560<br />

The liabilities are valued at their repayable amount. Liabilities valued in foreign currency<br />

are valued at the mean rate of exchange on the balance sheet date.<br />

This results in a currency loss in the balance of KEUR 54 (previous year KEUR 1).<br />

Notes<br />

71


72<br />

GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Germany<br />

Other EU member states<br />

Other European countries<br />

America<br />

Asia<br />

Interest and similar income<br />

Interest and similar expenses<br />

Interest component in appropriation to<br />

provisions for pensions<br />

Interest on other provisions<br />

Depreciations on financial assets<br />

Price gains and losses for securities<br />

III. Explanations on the Group income statement<br />

22 Geographic breakdown of revenues<br />

01.01. – 31.12.<strong>2008</strong> 01.06. – 31.12.2007<br />

Sales revenues from customer-specific manufacturing orders according to P.O.C. amount to<br />

KEUR 194,702 (previous year KEUR 76,300). Sales revenues relate mainly to the construction<br />

of new boiler systems.<br />

23 Other operating income and expense<br />

All other sundry operating income and expense are offset within the functional costs.<br />

The result includes exchange losses of KEUR 6 (previous year KEUR 2).<br />

24 Financial result<br />

123,883 37,003<br />

69,701 33,540<br />

3,159 2,987<br />

162 206<br />

3,051 2,671<br />

199,956 76,407<br />

01.01. – 31.12.<strong>2008</strong> 01.06. – 31.12.2007<br />

4,841 2,245<br />

-1,523 -941<br />

-385 -205<br />

58 15<br />

-565 0<br />

-556 2<br />

1,870 1,116


GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Current income taxes<br />

Deferred income taxes<br />

Result before income taxes<br />

Expected income tax expenses at an average<br />

group income tax rate of 31.7%<br />

(previous year 40.1%)<br />

Fiscal application of carried-forward losses<br />

Addition to fiscal carried-forward losses<br />

Temporary difference goodwill<br />

Effects of adjustment of deferred taxes due to<br />

change in tax rate to 31.7%<br />

Valuation differences between fiscal balance<br />

sheet and IFRS balance sheet<br />

Losses without fiscal effect<br />

Additional payments/refunds<br />

of taxes previous years<br />

Other fiscal effects<br />

Recognised income tax expenses<br />

25 Taxes on income<br />

01.01. – 31.12.<strong>2008</strong> 01.06. – 31.12.2007<br />

-331 -3,285<br />

-2,782 444<br />

-3,113 -2,841<br />

Reconciliation of expected and actual income tax expenses<br />

The table below shows a reconciliation statement of expected and actual income tax<br />

expenses:<br />

01.01. – 31.12.<strong>2008</strong> 01.06. – 31.12.2007<br />

7,908 10,318<br />

-2,507 -4,138<br />

0 581<br />

278 2,941<br />

0 -174<br />

0 -1,176<br />

0 -887<br />

-735 0<br />

-147 0<br />

-2 12<br />

-3,113 -2,841<br />

Notes<br />

73


74<br />

GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Cost of raw materials and consumables<br />

for goods for resale<br />

Cost of purchased services<br />

Salaries and wages<br />

Social security,<br />

pension and other benefits<br />

The result before income taxes is multiplied by the average group income tax rate of<br />

31.7% which consists of trade income tax (15.8%), corporate tax (15.0%) and the solidarity<br />

surcharge (5.5% of the corporation tax).<br />

Fiscal unlimited carried-forward losses exist for corporation tax (KEUR 24,888) and trade<br />

income tax (KEUR 1,299). There of KEUR 22,646 were taken into account for corporation<br />

tax and KEUR 516 for trade income tax. A further volume of carried-forward loss of KEUR<br />

2,242 (corporation tax) and KEUR 783 (trade income tax) were not taken into account as<br />

application cannot be expected within the planning period.<br />

26 Other information on the income statement<br />

Cost of materials<br />

01.01. – 31.12.<strong>2008</strong> 01.06. – 31.12.2007<br />

Personnel expenses<br />

-1,440 -1,018<br />

-147,192 -51,762<br />

-148,632 -52,780<br />

01.01. – 31.12.<strong>2008</strong> 01.06. – 31.12.2007<br />

-20,677 -11,980<br />

-3,082 -1,136<br />

-23,759 -13,116<br />

Expenses for retirement pensions amount to KEUR 196 (previous year KEUR 120). They do<br />

not include the interest component in the appropriation to the provisions for pensions of<br />

KEUR 385 (previous year KEUR 205). This is reported in the financial result.<br />

Average headcount for the financial year<br />

The average number of employees in the reporting period was 265 (previous year 215).


GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Assets<br />

Valuation at acquisition cost<br />

Long-term assets<br />

Accounts receivable from manufacturing orders<br />

Trade accounts receivable<br />

Other financial assets<br />

Cash on hand, credit balances at banks<br />

Valuation at fair value<br />

Shareholdings<br />

Securities<br />

IV. Other information<br />

27 Other information on financial instruments<br />

Financial instruments at the balance sheet date comprise the following:<br />

Valuation 31.12.<strong>2008</strong> 31.12.<strong>2008</strong> 31.12.2007 31.12.2007<br />

category Book value Ascribed Book value Ascribed<br />

acc. to IAS 39 market value market value<br />

L&R 1,500 1,500 500 500<br />

L&R 3,742 3,742 3,509 3,509<br />

L&R 4,693 4,693 4,273 4,273<br />

L&R 799 799 520 520<br />

L&R 134,246 134,246 82,729 82,729<br />

144,980 144,980 91,531 91,531<br />

AfS 33 33 9 9<br />

AfS 7,148 7,148 22,023 22,023<br />

7,181 7,181 22,032 22,032<br />

Notes<br />

75


76<br />

GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Liabilities<br />

Valuation at acquisition cost<br />

Long-term liabilities<br />

due to banks<br />

Obligations from manufacturing orders<br />

Other financial liabilities<br />

According to valuation categories<br />

Loans and receivables (L&R)<br />

Available for sale (AfS)<br />

Financial liabilities at amortised costs (FLaC)<br />

Valuation 31.12.<strong>2008</strong> 31.12.<strong>2008</strong> 31.12.2007 31.12.2007<br />

category Book value Ascribed Book value Ascribed<br />

acc. to IAS 39 market value market value<br />

FLaC 14,025 14,025 18,375 18,375<br />

FLaC 115,394 115,394 78,686 78,686<br />

FLaC 5,546 5,546 0 0<br />

134,965 134,965 97,061 97,061<br />

144,980 144,980 91,531 91,531<br />

7,181 7,181 22,032 22,032<br />

134,965 134,965 97,061 97,061<br />

Liquid funds, trade accounts receivable and manufacturing orders and other financial<br />

assets have mainly short times to maturity. Their book values therefore correspond on<br />

the balance sheet date approximately to the ascribed market value. The ascribed market<br />

values of long-term financial assets correspond to the cash values of the payments<br />

connected therewith, taking into account the respective current market parameters. The<br />

market valuation of the AfS securities gave rise to expenditure of KEUR 571 (previous year<br />

KEUR 2) and income of KEUR 15 (previous year KEUR 0).<br />

Times to maturity for trade accounts payable and other financial debts are generally short;<br />

the values reported in the balance sheet are approximately the ascribed values. The ascribed<br />

values for liabilities due to banks are determined as cash values of the payments connected<br />

therewith, taking into account the respective current market parameters. KEUR<br />

41,086 (previous year KEUR 31,471) of the financial instruments were pledged as security<br />

for liabilities.<br />

The Group’s financial division provides services for the subsidiaries. It monitors and controls<br />

the financial risks connected with the Group’s subsidiaries through internal risk reporting<br />

which analyses risks in terms of scale and scope. These risks include the market<br />

risk with interest-induced cash flow risks, foreign currency exposure, default risk and<br />

liquidity risk.


GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

The Group strives to minimise the impact of such risks through appropriate financial instruments.<br />

These include the hedging of foreign currency transactions stipulated in the<br />

Group guidelines, regulations on interest and default risks. Regulations on the investment<br />

of surplus liquidity are established in agreement with the management. Financial instruments<br />

are not used for speculative purposes.<br />

The financial division reports to the respective group management on a monthly basis.<br />

Market risks<br />

As the Group receives payments on account to finance orders, it is exposed to financial<br />

market risks due to fluctuations in interest rates on its cash investments.<br />

Existing interest rate risks are reported according to IFRS 7 in a sensitivity analysis which<br />

examines the effects of hypothetical changes in the market interest rates on the result<br />

and equity. If the market interest level for exposure on the balance sheet date had been<br />

100 base points higher (lower), the result would have been KEUR 978 (previous year 564)<br />

higher (lower), and equity KEUR 978 (previous year KEUR 564) higher (lower).<br />

Foreign exchange risks<br />

Foreign exchange risks result solely from operating activities. They are generally insignificant.<br />

Default risks<br />

The maximum default risk of the financial assets is KEUR 16,416 on the balance sheet<br />

date (previous year KEUR 30,833) and corresponds to the book values reported in the<br />

balance sheet of KEUR 17,916 (previous year KEUR 30,833) less prime securities provided<br />

of KEUR 1,500 (previous year KEUR 0).<br />

The risk of accounts receivable from customers can be classified as low given continuous<br />

credit assessment and a high proportion of payments on account.<br />

The default risk for other original financial instruments shown on the assets side is also<br />

considered low because contracting partners are exclusively public authorities or financial<br />

institutions with the best credit-worthiness.<br />

Individual value adjustments of financial assets are carried out if the book value of the<br />

financial asset is higher than the cash value of future cash flow. They are triggered by<br />

financial difficulties, a customer’s insolvency, breach of contract, a customer’s material<br />

default in payment.<br />

Notes<br />

77


78<br />

GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Financial liabilities<br />

Long-term liabilities<br />

due to banks<br />

Other financial liabilities<br />

Liquidity risks<br />

Liquidity for the <strong>Standardkessel</strong> <strong>Baumgarte</strong> Group means not only solvency in a narrower<br />

context but also availability of the necessary financial margin for the underlying transaction<br />

through adequate credit lines. To ensure financial liquidity, a liquidity re-serve is held in the<br />

form of liquid funds and credit lines for guarantee credits. The Group maintains credit lines<br />

to banks and credit insurers with a guarantee facility of KEUR 110,000 (previous year KEUR<br />

90,000). The following payment commitments (interest payments calculated on the basis of<br />

the interest rate at 31.12. and repayments) will result from the financial liabilities in subsequent<br />

years:<br />

Book value Cash flows Cash flows Cash flows<br />

31.12.<strong>2008</strong> < 1 year 1–5 years > 5 years<br />

14,025 3,286 11,973 0<br />

5,546 5,546 0 0


GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

28 Other financial obligations<br />

Other financial obligations are derived largely from tenancy agreements, operative leasing<br />

agreements for cars and office equipment with the following times to maturity:<br />

29 Related parties<br />

There are no related parties within the meaning of IAS 24.<br />

30 Company organs<br />

Managing directors of <strong>Standardkessel</strong> Power Systems Holding GmbH in the <strong>2008</strong> financial<br />

year were:<br />

Dipl.-Ing. Jörg Klaus Klasen, Dorsten<br />

Filip Ackerman, Beersel/Belgien<br />

Dipl.-Ök. Lutz Reinery, Wuppertal<br />

Duisburg, 11th March 2009<br />

The Management<br />

up to between more than<br />

1 year 1–5 years 5 years<br />

1,347 2,938 249<br />

Jörg Klaus Klasen Filip Ackerman Lutz Reinery<br />

Notes<br />

79


80<br />

GROUP NOTES<br />

AS OF 31 ST DECEMBER <strong>2008</strong><br />

Auditor's <strong>Report</strong><br />

We have audited the consolidated financial statements prepared by <strong>Standardkessel</strong> Power Systems<br />

Holding GmbH, Duisburg, comprising the balance sheet, the income statement, statement of changes<br />

in equity, cash flow statement and the notes to the consolidated financial statements, together with<br />

the group management report for the business year from 1 st January to 31 st December <strong>2008</strong>. The<br />

preparation of the consolidated financial statements and the group management report in accordance<br />

with IFRSs as adopted by the EU, and the additional requirements of German commercial law<br />

pursuant to § 315a (1) HGB are the responsibility of the parent company’s management. Our responsibility<br />

is to express an opinion on the consolidated financial statements and the group management<br />

report based on our audit.<br />

We conducted our audit of the consolidated financial statements in accordance with § 317 HGB<br />

and German generally accepted standards for the audit of financial statements promulgated by the<br />

Institut der Wirtschaftsprüfer (IDW). Those standards require that we plan and perform the audit<br />

such that misstatements materially affecting the presentation of the net assets, financial position<br />

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<br />

assurance. Knowledge of the business activities and the economic and legal environment of the<br />

Group and expectations as to possible misstatements are taken into account in the determination<br />

of audit procedures. The effectiveness of the accounting-related internal control system and the<br />

evidence supporting the disclosures in the consolidated financial statements and the group management<br />

report are examined primarily on a test basis within the framework of the audit. The audit<br />

includes assessing the annual financial statements of those entities included in consolidation, the<br />

determination of entities to be included in consolidation, the accounting and consolidation principles<br />

used and significant estimates made by management, as well as evaluating the overall presentation<br />

of the consolidated financial statements and the group management report. We believe that our<br />

audit provides a reasonable basis for our opinion.<br />

With the exception of the following qualification our audit has not led to any reservations: in contravention<br />

of §§ 315a (1) and (3), 314 (1) 6 HGB and IAS 24.16, the total remuneration earned by the<br />

executive board of <strong>Standardkessel</strong> Power Systems Holding GmbH is not disclosed in the notes to the<br />

consolidated financial statements.<br />

In our opinion, based on the findings of our audit, the consolidated financial statements with this<br />

qualification comply with the IFRSs as adopted by the EU, and the additional requirements of German<br />

commercial law pursuant to § 315a (1) HGB and give a true and fair view of the net assets, financial<br />

position and results of operations of the Group in accordance with these requirements. The group<br />

management report is consistent with consolidated financial statements which comply with the IFRSs<br />

and the additional German commercial law regulations to be applied according to § 315a (1) HGB<br />

and as a whole provides a suitable view of the Group’s position and suitably presents the opportunities<br />

and risks of future development.<br />

Düsseldorf, 11 th March 2009<br />

Warth & Klein GmbH<br />

Wirtschaftsprüfungsgesellschaft<br />

Dipl.-Kfm. Joachim Riese Dipl.-Kfm. Wolfgang Pätzold<br />

Wirtschaftsprüfer Wirtschaftsprüfer


<strong>Standardkessel</strong> GmbH<br />

Baldusstraße 13<br />

47138 Duisburg<br />

Phone: +49 (0) 203-452-0<br />

Fax: +49 (0) 203-452-211<br />

info@standardkessel.de<br />

www.standardkessel.de<br />

<strong>Baumgarte</strong> Boiler<br />

Systems GmbH<br />

Senner Straße 115<br />

33647 Bielefeld<br />

Phone: +49 (0) 521-94 06-0<br />

Fax: +49 (0) 521-94 06-132<br />

info@baumgarte.com<br />

www.baumgarte.com<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong><br />

Service GmbH<br />

Duisburger Straße 375<br />

46049 Oberhausen<br />

Phone: +49 (0) 208-299 4711<br />

info@skg-bbs-service.de<br />

www.skg-bbs-service.de<br />

emc Germany GmbH<br />

Duisburger Straße 375<br />

46049 Oberhausen<br />

Phone: +49 (0) 208-30 66 83 10<br />

Fax: +49 (0) 208-30 66 83 99<br />

office@emc.biz<br />

www.emc.biz<br />

<strong>Standardkessel</strong> <strong>Baumgarte</strong><br />

Contracting GmbH<br />

Baldusstraße 13<br />

47138 Duisburg<br />

Phone: +49 (0) 203 452 0<br />

Fax: +49 (0) 203 452 211<br />

info@sbcontracting.de<br />

www.sbcontracting.de<br />

Note<br />

81


<strong>Standardkessel</strong> Power Systems<br />

Holding GmbH<br />

Baldusstraße 13<br />

47138 Duisburg<br />

Germany<br />

Phone: +49 (0) 203 452- 0<br />

Fax: +49 (0) 203 452- 935<br />

www.standardkessel.de<br />

www.baumgarte.com<br />

Zink & Kraemer | www.zuk.de

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